FORM 6-K
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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, 2019
Brazilian Distribution Company
(Translation of Registrant’s Name Into English)
Av. Brigadeiro Luiz Antonio,
3142 São Paulo, SP 01402-901
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 X 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 X
(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 X
(Indicate by check mark whether the registrant by furnishing the information contained in this Form is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.)
Yes ___ No X
COMPANHIA BRASILEIRA DE DISTRIBUIÇÃO
Publicly-Held Company
CNPJ/MF 47.508.411/0001-56
NIRE 35.300.089.901
Consolidated synthetic map of the remote voting procedure for the Annual and Extraordinary General Shareholders’ Meeting to be held on April 25, 2019
COMPANHIA BRASILEIRA DE DISTRIBUIÇÃO (“Company”), pursuant to §3° of Article 21-W of CVM Instruction No. 481, of December 17, 2009, as amended, announces to its shareholders and the market the synthetic map of distance voting containing (i) the voting instructions provided in the synthetic map sent by the bookkeeping agent, Itaú Corretora de Valores S.A. (“Itaú”), containing the voting instructions sent by shareholders to the custody agent, central securities depository and Itaú, according to the information disclosed on April 23, 2019, with (ii) the voting instructions sent directly to the Company (“Consolidated Synthetic Map”). The information contained in the Consolidated Synthetic Map is attached hereto.
São Paulo, April 24, 2019.
Daniela Sabbag
Investor Relations Officer
SCHEDULE
Summary of distance voting
Annual General Meeting (AGM) - 04/25/2019 at 3 pm
|
Resolution No. |
Description of the Resolution |
Resolution vote |
No. of shares (consolidated with all types, including ADR) |
|
1 |
Examine, reading, discussion and voting of the Management Report and the Financial Statements of the Company related to the fiscal year ended on December 31, 2018. |
Approve |
- |
|
Reject |
- | ||
|
Abstain |
- | ||
|
2 |
To approve the allocation of the profit of the fiscal year ended on December 31, 2018, according to the Management Proposal, as follows: (i) R$ 59.663.359,43 to the Legal Reserve; (ii) R$ 9.715.606,16 to the Tax Incentives Reserve; (iii) R$ 389.758.775,45 for dividends, this amount having its distribution already resolved by the Board of Directors as interest on equity (net amount) for the fiscal year of 2018; and (iv) R$ 670.107.543,79 for the Expansion Reserve provided in the Bylaws. |
Approve |
- |
|
Reject |
- | ||
|
Abstain |
- | ||
|
3 |
To approve the fixation of the annual global compensation of R$ 85.610.779,96 for the Company´s managers and Fiscal Council (in case the shareholders request its operation) for the fiscal year of 2019, according to the Management Proposal, being up to R$ 64.040.550,64 to the Board of Officers, up to R$ 20.749.429,33 to the Board of Directors and up to R$ 820.800,00 to the Fiscal Council. |
Approve |
- |
|
Reject |
- | ||
|
Abstain |
- | ||
|
4 |
Approve the investment plan for the fiscal year of 2019, according to the Management Proposal, in the amount of R$ 1,8 billion, with the scope of (i) conversion, opening and renovation of stores; and (ii) IT and logistics infrastructure, and others projects aiming efficiency. This amount does not include the Investment Plan of Via Varejo and its the controlled companies. |
Approve |
- |
|
Reject |
- | ||
|
Abstain |
- | ||
|
5 |
Do you wish to request the operation of the Fiscal Council for the fiscal year of 2019? |
Yes |
35,372,051 |
|
No |
5,180,098 | ||
|
Abstain |
5,402,565 | ||
|
6 |
Should a second call for the General Shareholders´ Meeting be necessary, the voting instructions contained in this Form may also be considered in the event of a General Shareholders´ Meeting held upon second call? |
Yes |
38,899,885 |
|
No |
7,054,829 | ||
|
Abstain |
- |
Summary of distance voting
Extraordinary General Meeting (EGM) - 04/25/2019 at 3 pm
|
Resolution No. |
Description of the Resolution |
Resolution vote |
No. of shares (all types. Including ADR) |
|
1 |
Approve the rectification and ratification of the annual global remuneration of the company’s board of executive officers for fiscal year of 2018, from up to R$ 71,324,818.03 to the amount up to R$ R$ 87,044,666.37, pursuant to the Management Proposal. |
Approve |
- |
|
Reject |
- | ||
|
Abstain |
- | ||
|
2 |
Approve to amend the Stock Option Plan and Equity Compensation Plan of the Company, pursuant to the Management Proposal. |
Approve |
- |
|
Reject |
- | ||
|
Abstain |
- | ||
|
3 |
Resolve on the proposal of amendment and restatement of the By-laws of the Company, pursuant to the Management Proposal, for updating the Article 4th to reflect the capital stock increases resulting from the exercise of stock options, within the authorized capital limit, approved at meetings of the Board of Directors since the Annual and Extraordinary General Meeting held in 2018. |
Approve |
- |
|
Reject |
- | ||
|
Abstain |
- | ||
|
4 |
Should a second call for the General Shareholders´ Meeting be necessary, the voting instructions contained in this Form may also be considered in the event of a General Shareholders´ Meeting held upon second call? |
Yes |
- |
|
No |
- | ||
|
Abstain |
- |
SIGNATURES
Pursuant to the requirement 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.
| COMPANHIA BRASILEIRA DE DISTRIBUIÇÃO | ||
| Date: April 24, 2019 | By: /s/ Peter Estermann Name: Peter Estermann Title: Chief Executive Officer | |
| By: /s/ Daniela Sabbag Name: Daniela Sabbag 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 offuture 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.