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 of the Securities Exchange Act of 1934
For the month of April 2024
Commission File Number: 001-39928
_____________________
Sendas Distribuidora S.A.
(Exact Name as Specified in its Charter)
Sendas Distributor S.A.
(Translation of registrant's name into English)
Avenida Ayrton Senna, No. 6,000, Lote 2, Pal 48959, Anexo A
Jacarepaguá
22775-005 Rio de Janeiro, RJ, Brazil
(Address of principal executive offices)
(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:ýForm 40-F: o
SENDAS DISTRIBUIDORA S.A.
Brazilian Taxpayer's Registry No. 06.057.223/0001-71
Board of Trade Registry No. 33.300.272.909
ANNUAL AND EXTRAORDINARY SHAREHOLDERS MEETING
TO BE HELD ON APRIL 26th, 2024
SUMMARY VOTE STATEMENT SENT BY THE BOOKKEEPING AGENT
Sendas Distribuidora S.A. ("Company") communicates to its shareholders and the market in general, according to article 45, 2nd paragraph, of CVM Resolution 81, of March 29, 2022, as amended ("CVM Resolution 81/22"), that it has received, from BTG Pactual Financial Services S.A. DTVM, financial institution providing the bookkeeping service of the shares issued by the Company, the SUMMARY VOTE STATEMENT OF THE BOOKKEEPING AGENT for the Annual and Extraordinary General Meeting ("AEGM") to be held on April 26, 2024, at 11am, concerning the voting instructions contained in the Remote Voting Instrument received by bookkeeping agent, indicating the total number of approvals, rejections and abstentions for each of the subjects to be voted in the Annual (Annex 1) and Extraordinary (Annex 2) AEGM.
Furthermore, the Company warns that the attached summary vote statement sent by the bookkeeping agent does not include the remote voting instruments sent by shareholders directly to the Company, which will be included in the consolidated summary to be disclosed pursuant to article 48, 3rd paragraph of CVM Resolution 81/22 (which will include both distance voting instructions sent via service providers and those sent directly to the Company).
Rio de Janeiro (RJ, Brazil), April 22nd, 2024.
Vitor Fagá de Almeida
Vice President of Finance and Investor Relations
SENDAS DISTRIBUIDORA S.A. Brazilian Taxpayer's Registry No. 06.057.223/0001-71 Board of Trade Registry No. 33.300.272.909 |
Annex 1
Summary Vote Statement sent by The Bookkeeping Agent
Resolution 1
Examination, discussion and voting on the Company's Financial Statements containing the Explanatory Notes, accompanied by the Management Report and the respective Directors' Accounts, the Independent Auditors' Report and Opinion, the Audit Board's Opinion and the Summary Annual Report and Opinion of the Statutory Audit Committee, for the fiscal year ending December 31, 2023.
Resolution Vote | No. Of Shares |
A - Approve | 756,083,540 |
B - Reject | 519,600 |
C - Abstain | 121,409,023 |
Resolution 2
Allocation of net profit for the fiscal year ending December 31, 2023, in accordance with Management's Proposal.
Resolution Vote | No. Of Shares |
A - Approve | 878,012,148 |
B - Reject | 0 |
C - Abstain | 15 |
2/7 |
SENDAS DISTRIBUIDORA S.A. Brazilian Taxpayer's Registry No. 06.057.223/0001-71 Board of Trade Registry No. 33.300.272.909 |
Resolution 31
Ratification of the election of Mr. Enéas Cesar Pestana Neto as member of the Company's Board of Directors.
Resolution Vote | No. Of Shares |
A - Approve | 1,005 |
B - Reject | 15 |
C - Abstain | 2,570 |
Resolution 4
Setting the overall annual limit for the remuneration of the Company's managers for the fiscal year ending December 31, 2024, in accordance with Management's Proposal.
Resolution Vote | No. Of Shares |
A - Approve | 635,884,611 |
B - Reject | 240,416,392 |
C - Abstain | 1,711,160 |
1 Considering the re-submission on April 3, 2024 of the Remote Voting Instrument on matters to be deliberated at the Annual and Extraordinary General Meeting, the Company informs that the votes given by the shareholders related to item 3 of the agenda at the Annual General Meeting were considered invalid, pursuant to article 26, paragraph 6, II, of CVM Resolution 81/22, being presented in this Annex 1 for information purposes only.
3/7 |
SENDAS DISTRIBUIDORA S.A. Brazilian Taxpayer's Registry No. 06.057.223/0001-71 Board of Trade Registry No. 33.300.272.909 |
Resolution 5
Do you want to request the installation of the Fiscal Council, in accordance with article 161 of the Law n° 6,404/1976?
Deliberation included in the Remote Voting Instrument in compliance with the provisions of the sole paragraph of article 36 of the RCVM 81/22.
Resolution Vote | No. Of Shares |
A - Approve | 316,593,288 |
B - Reject | 131,304,104 |
C - Abstain | 430,114,771 |
Resolution 6
In the event of a second call for this AGM, the voting instructions contained in this Remote Voting Instrument may be also considered for holding the AGM on second call?
Resolution Vote | No. Of Shares |
A - Approve | 748,985,060 |
B - Reject | 129,027,103 |
C - Abstain | 0 |
4/7 |
SENDAS DISTRIBUIDORA S.A. Brazilian Taxpayer's Registry No. 06.057.223/0001-71 Board of Trade Registry No. 33.300.272.909 |
Resolution 7
Ratification of the election of Mr. Enéas Cesar Pestana Neto as an independent member of the Company's Board of Directors.
Resolution Vote | No. Of Shares |
A - Approve | 868,717,697 |
B - Reject | 7,614,116 |
C - Abstain | 1,676,760 |
5/7 |
SENDAS DISTRIBUIDORA S.A. Brazilian Taxpayer's Registry No. 06.057.223/0001-71 Board of Trade Registry No. 33.300.272.909 |
Annex 2
Summary Vote Statement sent by The Bookkeeping Agent
Resolution 1
Approval of the Company's Long-Term Incentive Plan via the Granting of the Right to Receive Company Shares, in accordance with Management's Proposal.
Resolution Vote | No. Of Shares |
A - Approve | 856,389,498 |
B - Reject | 21,412,795 |
C - Abstain | 0 |
Resolution 2
Approval (A) of the Executive Partner Program; and (B) of the global limit of a complementary nature of the remuneration of the Company's managers for fiscal years of 2024 to 2031 with the sole and exclusive purpose of authorizing the expenses related to the Executive Partner Program, in accordance with Management's Proposal.
Resolution Vote | No. Of Shares |
A - Approve | 659,862,016 |
B - Reject | 217,940,277 |
C - Abstain | 0 |
6/7 |
SENDAS DISTRIBUIDORA S.A. Brazilian Taxpayer's Registry No. 06.057.223/0001-71 Board of Trade Registry No. 33.300.272.909 |
Resolution 3
In the event of a second call for this EGM, the voting instructions contained in this Remote Voting Instrument may be also considered for holding the EGM on second call?
Resolution Vote | No. Of Shares |
A - Approve | 816,035,750 |
B - Reject | 61,766,543 |
C - Abstain | 0 |
7/7 |
SIGNATURES
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.
Date: April 23, 2024
Sendas Distribuidora S.A.
By: /s/ Daniela Sabbag Papa
Name: Daniela Sabbag Papa
Title: Chief Financial Officer
By: /s/ Gabrielle Helú
Name: Gabrielle Helú
Title: Investor Relations Officer
FORWARD-LOOKING STATEMENTS
This press release may contain forward-looking statements. These statements are statements that are not historical facts, and are based on management's current view and estimates of future economic circumstances, industry conditions, company performance and financial results. The words "anticipates", "believes", "estimates", "expects", "plans" and similar expressions, as they relate to the company, are intended to identify forward-looking statements. Statements regarding the declaration or payment of dividends, the implementation of principal operating and financing strategies and capital expenditure plans, the direction of future operations and the factors or trends affecting financial condition, liquidity or results of operations are examples of forward-looking statements. Such statements reflect the current views of management and are subject to a number of risks and uncertainties. There is no guarantee that the expected events, trends or results will actually occur. The statements are based on many assumptions and factors, including general economic and market conditions, industry conditions, and operating factors. Any changes in such assumptions or factors could cause actual results to differ materially from current expectations.
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Sendas Distribuidora SA published this content on 23 April 2024 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 23 April 2024 11:30:04 UTC.