UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16
OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934
For the month of April 2021
Commission File Number: 001-39169
Natura &Co Holding S.A.
(Exact name of registrant as specified in its charter)
Avenida Alexandre Colares, No. 1188, Sala A17-Bloco A
Parque Anhanguera
São Paulo, São Paulo 05106-000, Brazil
(Address of principal executive office)
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F:
Form 20-F | ☒ | Form 40-F | ☐ |
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1):
Yes | ☐ | No | ☒ |
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7):
Yes | ☐ | No | ☒ | |
NATURA &CO HOLDING S.A.
TABLE OF CONTENTS
ITEM | |
1. | Synthetic Voting Ballot Map of the Annual General Meeting (“AGM”) to be held on April 16, 2021, comprising the votes received through the Distance Voting Ballot by the Bookkeeper, pursuant to CVM Instruction 561. |
2. | Synthetic Voting Ballot Map of the Extraordinary General Meeting (“EGM”) to be held on April 16, 2021, comprising the votes received through the Distance Voting Ballot by the Bookkeeper, pursuant to CVM Instruction 561. |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
NATURA &CO HOLDING S.A.
| ||
By: | /s/ José Antonio de Almeida Filippo | |
Name: | José Antonio de Almeida Filippo | |
Title: | Principal Financial Officer | |
By: | /s/ Itamar Gaino Filho | |
Name: | Itamar Gaino Filho | |
Title: | Chief Legal and Compliance Officer |
Date: April 13, 2021
Item 1
Synthetic Voting Ballot Map of the Annual General Meeting (“AGM”) to be held on April 16, 2021, comprising the votes received through the Distance Voting Ballot by the Bookkeeper, pursuant to CVM Instruction 561.
NATURA &CO HOLDING S.A.
Publicly-Held Company
State Registration (NIRE) 35.300.531.582
|
Annual General Meeting - April 16, 2021 - 8:00 a.m. DVB |
Synthetic Voting Ballot Map of the Annual General Meeting ("AGM"), comprising the votes received through the Distance Voting Ballot by the Bookkeeper, pursuant to CVM Instruction 561. The information in this document reflects the information available in our bookkeeping system as of this date. |
SYNTHETIC VOTING BALLOT MAP | O N | |||
RESOLUTION MATTER | VOTE | SHAREHOLDING | % of corporate capital | |
1 | Simple Resolution | APPROVE | 239,042,808 | 17.37% |
Approval of the management’s report and of the financial statements, together with the independent auditors’ report, related to the fiscal year ended on December 31, 2020. | REJECT | 0 | 0.00% | |
ABSTAIN | 55,320,344 | 4.02% | ||
2 | Simple Resolution | APPROVE | 291,418,735 | 21.17% |
Approval of the proposal for allocation of the losses assessed in the fiscal year ended on December 31, 2020 to the Company’s accrued losses account. | REJECT | 0 | 0.00% | |
ABSTAIN | 2,944,417 | 0.21% | ||
3 | Simple Resolution | APPROVE | 68,505,416 | 4.98% |
Approval of the management proposal to resolve on the overall compensation of the Company’s managers, to be paid up to the date of the annual general meeting at which the Company’s shareholders vote on the financial statements for the fiscal year ending December 31, 2021. | REJECT | 182,891,086 | 13.29% | |
ABSTAIN | 42,966,650 | 3.12% | ||
4 | Simple Question | YES | 258,301,853 | 18.77% |
Although not included in the agenda of the AGM. the law allows shareholders who hold at least two percent (2%) of the Company’s capital to request the creation of a Fiscal Council. As required by law, this Ballot contains simple question No. 4 for the shareholder to express their opinion on the creation of the Fiscal Council. The Management suggests that the shareholders who opt for the remote voting vote “no” or “abstain” in the answer to the simple question No. 4. for the reasons exposed in the Management Proposal for the Annual and Extraordinary General Meetings to be held on April 16, 2021, available on Natura &Co’s website for Investors Relations (https://ri.naturaeco.com) and on CVM (www.gov.br/cvm) and B3 (www.b3.com.br) websites. Do you wish to request the instatement of the Fiscal Council, pursuant to article 161 of Law No. 6.404 of 1976? | NO | 24,057,678 | 1.75% | |
ABSTAIN | 12,003,621 | 0.87% |
5 | Simple Question | YES | 271,836,513 | 19.75% |
If a second call is necessary regarding the AGM, may the voting instructions included in this Remote Voting Ballot also be considered in the event of resolution for the matters of the AGM at a second call? | NO | 20,143,182 | 1.46% | |
ABSTAIN | 2,383,457 | 0.17% |
Item 2
Synthetic Voting Ballot Map of the Extraordinary General Meeting (“EGM”) to be held on April 16, 2021, comprising the votes received through the Distance Voting Ballot by the Bookkeeper, pursuant to CVM Instruction 561.
NATURA &CO HOLDING S.A.
Publicly-Held Company
State Registration (NIRE) 35.300.531.582
| |
Extraordinary General Meeting- April 16, 2021 – 8:00 a.m. DVB | |
Synthetic Voting Ballot Map of the Extraordinary General Meeting (“EGM”), comprising the votes received through the Distance Voting Ballot by the Bookkeeper, pursuant to CVM Instruction 561. The information in this document reflects the information available in our bookkeeping system as of this date. | |
SYNTHETIC VOTING BALLOT MAP | O N |
RESOLUTION MATTER | VOTE | SHAREHOLDING | % of corporate capital | |
1 | Approval of the rectification and ratification of the global compensation of the Company’s managers relating to the period from May 2020 to April 2021, fixed at the Company’s Annual General Meeting held on April 30, 2020. | APPROVE | 98,489,935 | 7.16% |
REJECT | 158,071,750 | 11.48% | ||
ABSTAIN | 38,633,450 | 2.81% | ||
2 | Approval of the absorption of the losses assessed in the fiscal year ended on December 31, 2020 by the capital reserve account related to the premium in the issue/sale of the Company’s shares. | APPROVE | 291,847,887 | 21.20% |
REJECT | 388,100 | 0.03% | ||
ABSTAIN | 2,959,148 | 0.21% | ||
3 | Resolve on the independence of Ms. Georgia Garinois-Melenikiotou, as candidate to the Company’s Board of Directors. | YES | 283,803,987 | 20.62% |
NO | 1,730,785 | 0.13% | ||
ABSTAIN | 9,660,363 | 0.70% | ||
4 | Election of Ms. Georgia Garinois-Melenikiotou to hold office as independent member of the Company’s Board of Directors, for a term of office unified with the other members of the Board of Directors, which will end on the date of the annual general meeting at which the Company’s shareholders shall vote on the financial statements for the fiscal year ending on December 31, 2021. | APPROVE | 285,720,478 | 20.76% |
REJECT | 4,143,325 | 0.30% | ||
ABSTAIN | 5,331,332 | 0.39% | ||
5 | Approval of the updating of article 5 of the Company’s Bylaws, so as to reflect the amount of the capital stock confirmed at the Board of Directors’ Meeting held on March 16, 2021. | APPROVE | 291,012,075 | 21.14% |
REJECT | 0 | 0.00% | ||
ABSTAIN | 4,183,060 | 0.30% |
6 | Approval of the amendment to paragraph 1, article 16 of the Company’s Bylaws to provide that a majority of the Board of Directors be composed of external members, having at least one third of independent members. | APPROVE | 292,250,718 | 21.23% |
REJECT | 0 | 0.00% | ||
ABSTAIN | 2,944,417 | 0.21% | ||
7 | Approval of the amendment to letter “j”, paragraph 4, article 18 of the Company’s Bylaws, to exclude the obligation that at least one Co-Chairman of the Board of Directors be a member of the Organizational Development and Personnel Committee. | APPROVE | 292,250,718 | 21.23% |
REJECT | 0 | 0.00% | ||
ABSTAIN | 2,944,417 | 0.21% | ||
8 | Approval of the amendment to item (xxv) of article 20 of the Company’s Bylaws, to provide that the Board of Directors shall issue a statement on conducting public offerings for the purchase of shares the subject matter of which are other securities convertible into or exchangeable for shares issued by the Company, in addition to its shares. | APPROVE | 292,250,718 | 21.23% |
REJECT | 0 | 0.00% | ||
ABSTAIN | 2,944,417 | 0.21% | ||
9 | Approval of the inclusion of the new item (xxviii) in article 20 of the Company’s Bylaws, to provide that the Board of Directors shall issue a statement on the terms and conditions of corporate restructurings, capital increases and other transactions giving rise to change of control and decide whether these transactions assure fair and equitable treatment to the company’s shareholders. | APPROVE | 292,250,718 | 21.23% |
REJECT | 0 | 0.00% | ||
ABSTAIN | 2,944,417 | 0.21% | ||
10 | Approval of the inclusion of the new item (xxix) in article 20 of the Company’s Bylaws, to provide that the Board of Directors shall assess and annually disclose who are the independent directors of the Company, as well as inform and justify any circumstances that may jeopardize their independence. | APPROVE | 292,250,718 | 21.23% |
REJECT | 0 | 0.00% | ||
ABSTAIN | 2,944,417 | 0.21% | ||
11 | Approval of the inclusion of the new item (xxx) in article 20 of the Company’s Bylaws, to provide that the Board of Directors shall resolve on the transactions with related parties it is empowered to resolve upon, as defined in the corresponding policy of the Company. | APPROVE | 292,250,718 | 21.23% |
REJECT | 0 | 0.00% | ||
ABSTAIN | 2,944,417 | 0.21% | ||
12 | Approval of the amendment to item (xxvi), article 20 and to letter “c”, paragraph 2, article 24 of the Company's Bylaws, to correct the wording and cross-reference. | APPROVE | 291,012,075 | 21.14% |
REJECT | 0 | 0.00% | ||
ABSTAIN | 4,183,060 | 0.30% | ||
13 | Approval of the restatement of the Company's Bylaws, to reflect the amendments set forth in the items above. | APPROVE | 292,250,718 | 21.23% |
REJECT | 0 | 0.00% | ||
ABSTAIN | 2,944,417 | 0.21% |
14 | If necessary a second call for the EGM, the voting instructions contained herein can also be considered in the assumption of EGM on a second call? | YES | 267,953,231 | 19.47% |
NO | 24,858,447 | 1.81% | ||
ABSTAIN | 2,383,457 | 0.17% |