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 October 2021

 

Commission File Number: 001-39519

 

Vitru Limited

(Exact name of registrant as specified in its charter)

Rodovia José Carlos Daux, 5500, Torre Jurerê A,
2nd floor, Saco Grande, Florianópolis, State of
Santa Catarina, 88032-005, Brazil
+55 (47) 3281-9500

(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

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

 

 

 

 

 

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.

 

    Vitru Limited
     
     
      By: /s/ Carlos Henrique Boquimpani de Freitas
        Name: Carlos Henrique Boquimpani de Freitas
        Title: Chief Financial Officer

Date: October 28, 2021

 

 

 

 EXHIBIT INDEX

 

Exhibit No. Description
99.1 Notice of 2021 Annual General Meeting of Shareholders
99.2 Proxy Statement
99.3 Form of Proxy Card

 

 

 

 

Exhibit 99.1

 

Vitru Limited

 

(the "Company")

 

NOTICE OF ANNUAL GENERAL MEETING OF THE COMPANY

 

 

 

Notice is hereby given that an Annual General Meeting of the Company (the "AGM") will be held at the offices of the Company located at Rodovia José Carlos Daux, 5500, Torre Jurerê A, 2nd floor, Saco Grande, Florianópolis, State of Santa Catarina, 88032-005, Brazil and virtually on December 3, 2021 at 11:00 am (São Paulo time).

 

The AGM will be held at the offices of the Company in accordance with Cayman Islands law, but given the ongoing COVID-19 pandemic, we strongly encourage shareholders to submit a proxy or, if they wish to attend in person, to participate in the AGM in a virtual form. The Company will also be hosting the meeting live via the Internet. To attend the meeting via the Internet, please visit https://web.lumiagm.com/224321184 and be sure to have the password and control number indicated on your proxy card available.

 

The AGM will be held for the purpose of considering and, if thought fit, passing and approving the following resolutions:

 

1to resolve, as an ordinary resolution, that the Company's financial statements and the auditor's report for the fiscal year ended 31 December 2020 be approved and ratified; and

 

2to resolve, as an ordinary resolution, to elect Aline Sun as an independent member of the Board of Directors of the Company.

 

Aline’s profile is included in the Schedule to this Notice.

 

The AGM will also serve as an opportunity for shareholders to discuss Company affairs with management.

 

The Board of Directors of the Company (the “Board”) has fixed the close of business on October 25, 2021 as the record date (the “Record Date”) for determining the shareholders of the Company entitled to receive notice of the AGM or any adjournment thereof. The holders of record of the common shares of the Company as at the close of business on the Record Date are entitled to receive notice of and attend the AGM and any adjournment thereof.

 

The Board recommends that shareholders of the Company vote “FOR” the resolutions at the AGM. Your vote is very important to the Company.

 

Whether or not you plan to attend the AGM, please promptly complete, date, sign and return the enclosed proxy card attached to this Notice.

 

By order of the Board

 

 

 

/s/ Edson Gustavo Georgette Peli

 

Name: Edson Gustavo Georgette Peli

 

Title: Chairman

 

Dated: October 28, 2021

 

Registered Office:

c/o Maples Corporate Services Limited 

PO Box 309, Ugland House

Grand Cayman 

KY1-1104

Cayman Islands

 

2 

 

Important Notice Regarding the Availability of Proxy Materials for the Vitru Limited Shareholder Meeting to be Held on December 3, 2021

 

Our proxy statement and our 2020 annual report on Form 20-F can be accessed, free of charge, at http://www.astproxyportal.com/ast/23716 and on the SEC’s website at https://www.sec.gov.

 

By inserting the control number to be provided to you on your Notice of Internet Availability of Proxy Materials or proxy card at www.voteproxy.com for registered shareholders and at www.proxyvote.com for street shareholders, you will have instructions on how to access our proxy materials, and on how to vote via the Internet, mobile device or by proxy card. If you own shares in street name, meaning that your shares are held by a bank, brokerage firm, or other nominee, you may also instruct that institution on how to vote your shares.

 

3 

 

NOTES

 

IF YOU HAVE EXECUTED A STANDING PROXY, YOUR STANDING PROXY WILL BE VOTED AS INDICATED IN NOTE 2 BELOW, UNLESS YOU ATTEND THE AGM IN PERSON OR SEND IN A SPECIFIC PROXY.

 

1A proxy need not be a shareholder of the Company. A shareholder entitled to attend and vote at the AGM is entitled to appoint one or more proxies to attend and vote in his/her stead.

 

2Any standing proxy previously deposited by a shareholder with the Company will be voted in favour of the resolutions to be proposed at the AGM unless revoked prior to the AGM or the shareholder attends the AGM in person.

 

3If two or more persons are jointly registered as holders of a share, the vote of the senior person who tenders a vote, whether in person or by proxy, shall be accepted to the exclusion of the votes of other joint holders. For this purpose, seniority shall be determined by the order in which the names stand on the Company's register of shareholders in respect of the relevant shares.

 

4A shareholder holding more than one share entitled to attend and vote at the AGM need not cast the votes in respect of such shares in the same way on any resolution and therefore may vote a share or some or all such shares either for or against a resolution and/or abstain from voting a share or some or all of the shares and, subject to the terms of the instrument appointing any proxy, a proxy appointed under one or more instruments may vote a share or some or all of the shares in respect of which he is appointed either for or against a resolution and/or abstain from voting.

 

5No business shall be transacted at the AGM unless a quorum is present. As set out in the articles of association of the Company, a quorum for a general meeting consists of any one or more persons holding or representing by proxy not less than one-third of the aggregate voting power of all shares in issue and entitled to vote. No person shall be entitled to vote at the AGM unless he is registered as a shareholder of the Company on the record date for the AGM nor unless all calls or other sums presently payable by him in respect of such shares have been paid.

 

4 

 

Schedule

 

Aline Sun. Mrs. Sun has over 25 years of experience in capital markets, including being the founder and chief executive officer of Guide Investimentos from 2013 to 2020. She was also a consultant at Pacífico Asset Management from 2011 to 2013, a superintendent in the asset management team at Itaú Unibanco from 2009 to 2011 and at Unibanco from 2004 to 2009, a senior product manager at Bank Boston from 2000 to 2004, a senior trader at Banco BBM in Rio de Janeiro and at BBM Securities in New York from 1996 to 1999, and a trader at Banco Icatu S.A. from 1993 to 1996. She has a bachelor’s degree in business administration from the Pontifícia Universidade Católica de São Paulo, an MBA in finance from the Universidade de São Paulo and a master’s degree in governance from Gonew.co.

 

 

5 

 

Exhibit 99.2

 


 

Vitru Limited

c/o Maples Corporate Services Limited

PO Box 309, Ugland House

Grand Cayman

KY1-1104

Cayman Islands

 

PROXY STATEMENT

 

General

 

The board of directors of Vitru Limited (the “Company” or “we”) is soliciting proxies for the annual general meeting of shareholders (the “AGM”) of the Company to be held on December 3, 2021 at 11:00 am (São Paulo time). The AGM will be held at the offices of the Company located at Rodovia José Carlos Daux, 5500, Torre Jurerê A, 2nd floor, Saco Grande, Florianópolis, State of Santa Catarina, 88032-005, Brazil and virtually. However, given the ongoing COVID-19 pandemic, we strongly encourage shareholders to submit a proxy or, if they wish to attend in person, to participate in the AGM in a virtual form.

 

The Company will also be hosting the meeting live via the Internet. To attend the meeting via the Internet, please visit https://web.lumiagm.com/224321184 and be sure to have the password and control number indicated on your proxy card available.

 

On or about October 28, 2021, we first mailed to our shareholders our proxy materials, including our proxy statement, the notice to shareholders of our AGM and the proxy card, along with instructions on how to vote using the proxy card provided therewith. This proxy statement can also be accessed, free of charge, at http://www.astproxyportal.com/ast/23716 and on the SEC’s website at https://www.sec.gov.

 

By inserting the control number to be provided to you on your Notice of Internet Availability of Proxy Materials or proxy card at www.voteproxy.com for registered shareholders and at www.proxyvote.com for street shareholders, you will have instructions on how to access our proxy materials, and on how to vote via the Internet, mobile device or by proxy card. If you own shares in street name, meaning that your shares are held by a bank, brokerage firm, or other nominee, you may also instruct that institution on how to vote your shares.

 

Record Date, Share Ownership and Quorum

 

Only the holders of record of common shares (the “Common Shares”) of the Company as at the close of business on October 25, 2021, Eastern Time (the “Record Date”) are entitled to receive notice of and attend the AGM and any adjournment thereof. No person shall be entitled to vote at the AGM unless it is registered as a shareholder of the Company on the Record Date for the AGM.

 

As of the close of business on the Record Date, 23,538,503 Common Shares were issued and outstanding. A quorum for a general meeting consists of any one or more persons holding or representing by proxy not less than one-third of the aggregate voting power of all shares in issue and entitled to vote.

 

Voting and Solicitation

 

Each Common Share issued and outstanding as of the close of business on the Record Date is entitled to one vote at the AGM. Each resolution to be put to the vote at the AGM will be approved by an ordinary resolution (i.e. a simple majority of the votes cast, by or on behalf of, the shareholders attending and voting at the AGM).

 

Voting by Holders of Common Shares

 

Common Shares that are properly voted, for which proxy cards are properly executed and returned within the deadline set forth below, will be voted at the AGM in accordance with the directions given. If no specific instructions are given in such proxy cards, the proxy holder will vote in favor of the item(s) set forth in the proxy card. The proxy holder will also vote in the

 

 

 

discretion of such proxy holder on any other matters that may properly come before the AGM, or at any adjournment thereof. Where any holder of Common Shares affirmatively abstains from voting on any particular resolution, the votes attaching to such Common Shares will not be included or counted in the determination of the number of Common Shares present and voting for the purposes of determining whether such resolution has been passed (but they will be counted for the purposes of determining the quorum, as described above).

 

Proxies submitted by registered shareholders and street shareholders (by returning the proxy card) must be received by us no later than 11:59 p.m., Eastern Time, on December 2, 2021, to ensure your representation at our AGM.

 

The manner in which your shares may be voted depends on how your shares are held. If you own shares of record, meaning that your shares are represented by book entries in your name so that you appear as a shareholder on the records of American Stock Transfer & Trust Company, LLC (“AST”) (i.e., you are a registered shareholder), our stock transfer agent, this proxy statement, the notice of AGM and the proxy card will be mailed to you by AST. You may provide voting instructions by returning a proxy card. You also may attend the AGM and vote in person, subject to our above request that, if you wish to attend in person, you do so virtually. If you own Common Shares of record and you do not vote by proxy or in person at the AGM, your shares will not be voted.

 

If you own shares in street name (i.e., you are a street shareholder), meaning that your shares are held by a bank, brokerage firm, or other nominee, you are then considered the “beneficial owner” of shares held in “street name,” and as a result, this proxy statement, the notice of AGM and the proxy card will be provided to you by your bank, brokerage firm, or other nominee holding the shares. You may provide voting instructions to them directly by returning a voting instruction form received from that institution. If you own Common Shares in street name and attend the AGM, you must obtain a “legal proxy” from the bank, brokerage firm, or other nominee that holds your shares in order to vote your shares at the meeting and present your voting information card.

 

Revocability of Proxies

 

Registered shareholders may revoke their proxy or change voting instructions before shares are voted at the AGM by submitting a written notice of revocation to our Investor Relations Department at ir@vitru.com.br and juridicosocietario@uniasselvi.com.br, or a duly executed proxy bearing a later date (which must be received by us no later than the date set forth below) or by attending the AGM and voting in person. A beneficial owner owning Common Shares in street name may revoke or change voting instructions by contacting the bank, brokerage firm, or other nominee holding the shares or by obtaining a legal proxy from such institution and voting in person at the AGM. If you are not planning to attend in person our AGM, to ensure your representation at our AGM, revocation of proxies submitted by registered shareholders and street shareholders (by returning a proxy card) must be received by us no later than 11:59 p.m., Eastern Time, on December 2, 2021.

 

PROPOSAL 1:

 

APPROVAL AND RATIFICATION OF THE COMPANY’S FINANCIAL STATEMENTS AND THE AUDITOR'S REPORT FOR THE FISCAL YEAR ENDED DECEMBER 31, 2020

 

The Company seeks shareholder approval and ratification of the Company’s 2020 audited consolidated financial statements (the “Audited Accounts”), which have been prepared in accordance with International Financial Reporting Standards, in respect of the fiscal year ended December 31, 2020. A copy of the Company’s Audited Accounts is included in the Company’s 2020 annual report on Form 20-F which is available at http://www.astproxyportal.com/ast/23716 and on the SEC’s website at https://www.sec.gov.

 

The affirmative vote by the holders of a simple majority of the votes cast, by or on behalf of, the shareholders attending and voting at the AGM is required for this proposal. If proxies are properly submitted by signing, dating and returning a proxy card, Common Shares represented thereby will be voted in the manner specified therein. If not otherwise specified, and the proxy card is signed, Common Shares represented by the proxies will be voted in favor of this proposal.

 

THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” THE APPROVAL AND RATIFICATION OF THE COMPANY’S FINANCIAL STATEMENTS AND THE AUDITOR'S REPORT FOR THE FISCAL YEAR ENDED DECEMBER 31, 2020.

 

 

 

PROPOSAL 2:

 

ELECTION OF DIRECTOR

 

Pursuant to Article 21.4 of the Articles of Association, the Company’s board of directors has nominated, Aline Sun for election as a new independent member of the Board of Directors of the Company, to serve in accordance with the Company’s Memorandum and Articles of Association.

 

THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” THE ELECTION TO THE BOARD OF DIRECTORS OF THE ABOVEMENTIONED NOMINEE.

 

COMPANY INFORMATION

 

A copy of our annual report on Form 20-F for the fiscal year ended December 31, 2020 and a copy of this proxy statement can be accessed, free of charge, at http://www.astproxyportal.com/ast/23716 and on the SEC’s website at https://www.sec.gov.

 

OTHER MATTERS

 

We know of no other matters to be submitted to the AGM. If any other matters properly come before the AGM, it is the intention of the persons named in the enclosed form of proxy to vote the Common Shares they represent as the board of directors may recommend.

 

  By Order of the Board of Directors,
Edson Gustavo Georgette Peli
Dated: October 28, 2021

 

 

 

Exhibit 99.3

----------------- - 0 VITRU LIMITED Proxy for Annual General Meeting of Shareholders on December 3, 2021 Solicited on Behalf of the Board of Directors I/We______________________________________________________________________ Please Print Name(s) of ________________________________________________________________________ Please Print Address(es) being (a) shareholder(s) of the Company hereby appoint ___________________________________ of ____________________________________ or failing him/her ___________________________________ of ____________________________________ or failing him/her the duly appointed chairman of the Meeting (the “Chairman”), with full power of substitution and power to act alone, as proxies to vote all the Common Shares which the undersigned would be entitled to vote if personally present and acting at the Annual General Meeting of Shareholders of Vitru Limited (the “Company”), to be held on December 3 , 2021 at 11 : 00 am (São Paulo Time) at the offices of the Company located at at Rodovia José Carlos Daux, 5500 , Torre Jurerê A, 2 nd floor, Saco Grande, Florianópolis, State of Santa Catarina, 88032 - 005 , Brazil, and at any adjournments or post - ponements thereof, as follows : (Continued and to be signed on the reverse side) 1 . 1 14475

 

 

ANNUAL GENERAL MEETING OF SHAREHOLDERS OF VITRU LIMITED NOTICE OF INTERNET AVAILABILITY OF PROXY MATERIALS : The Notice of Meeting, proxy statement, proxy card and our annual report on Form 20 - F are available at http://www.astproxyportal.com/ast/23716 Please sign, date and mail your proxy card in the envelope provided as soon as possible. x Please detach along perforated line and mail in the envelope provided. 00030300000000001000 7 120321 THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" PROPOSALS 1 AND 2. PLEASE SIGN, DATE AND RETURN PROMPTLY IN THE ENCLOSED ENVELOPE. PLEASE MARK YOUR VOTE IN BLUE OR BLACK INK AS SHOWN HERE December 3, 2021 GO GREEN e - Consent makes it easy to go paperless . With e - Consent, you can quickly access your proxy material, statements and other eligible documents online, while reducing costs, clutter and paper waste . Enroll today via www . astfinancial . com to enjoy online access . 1 . Resolution : To resolve, as an ordinary resolution, that the Company's financial statements and the auditor's report for the fiscal year ended 31 December 2020 be approved and ratified . 2 . Resolution : To resolve, as an ordinary resolution, to elect Aline Sun as an independent member of the Board of Directors of the Company . If you do not complete this section, your proxy will vote or abstain at his/her discretion, as he/she will on any other business that may be raised at the AGM . Notice is hereby given that an Annual General Meeting of the Company (the "AGM") will be held at the offices of the Company located at Rodovia José Carlos Daux, 5500 , Torre Jurerê A, 2 nd floor, Saco Grande, Florianópolis, State of Santa Catarina on December 3 , 2021 at 11 : 00 am (São Paulo time) . Whether or not you plan to attend the AGM in person, please promptly complete, date, sign and return the enclosed personalised proxy card attached to this Notice in the enclosed, pre - addressed envelope provided for that purpose so that your vote is received before 11 : 59 PM (Eastern Time) on December 2 , 2021 . EMAIL - proxy@astfinancial . com FAX - 718 - 765 - 8730 FOR AGAINST ABSTAIN FOR AGAINST ABSTAIN MARK “X” HERE IF YOU PLAN TO ATTEND THE MEETING. To change the address on your account, please check the box at right and indicate your new address in the address space above . Please note that changes to the registered name(s) on the account may not be submitted via this method . Signature of Shareholder Date: Signature of Shareholder Date: Note: Please sign exactly as your name or names appear on this Proxy. When shares are held jointly, each holder should sign. When signing as executor, administrator, attorney, trustee or guardian, please give full title as such. If the signer is a corporation, please sign full corporate name by duly authorized officer, giving full title as such. If signer is a partnership, please sign in partnership name by authorized person. YOU ARE ENCOURAGED TO SPECIFY YOUR CHOICES BY MARKING THE APPROPRIATE BOXES . WHERE A CHOICE IS NOT SPECIFIED, THE PROXIES WILL VOTE YOUR SHARES IN ACCORDANCE WITH THE BOARD OF DIRECTORS' RECOMMENDATIONS .

 

 

PROXY VOTING INSTRUCTIONS x Please detach along perforated line and mail in the envelope provided IF you are not voting via telephone or the Internet. 00030300000000001000 7 120321 THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" PROPOSALS 1 AND 2. PLEASE SIGN, DATE AND RETURN PROMPTLY IN THE ENCLOSED ENVELOPE. PLEASE MARK YOUR VOTE IN BLUE OR BLACK INK AS SHOWN HERE COMPANY NUMBER ACCOUNT NUMBER ANNUAL GENERAL MEETING OF SHAREHOLDERS OF VITRU LIMITED December 3, 2021 NOTICE OF INTERNET AVAILABILITY OF PROXY MATERIALS : The Notice of Meeting, proxy statement, proxy card and our annual report on Form 20 - F are available at http://www.astproxyportal.com/ast/23716 1 . Resolution : To resolve, as an ordinary resolution, that the Company's financial statements and the auditor's report for the fiscal year ended 31 December 2020 be approved and ratified . 2 . Resolution : To resolve, as an ordinary resolution, to elect Aline Sun as an independent member of the Board of Directors of the Company . If you do not complete this section, your proxy will vote or abstain at his/her discretion, as he/she will on any other business that may be raised at the AGM . Notice is hereby given that an Annual General Meeting of the Company (the "AGM") will be held at the offices of the Company located at Rodovia José Carlos Daux, 5500 , Torre Jurerê A, 2 nd floor, Saco Grande, Florianópolis, State of Santa Catarina on December 3 , 2021 at 11 : 00 am (São Paulo time) . Whether or not you plan to attend the AGM in person, please promptly complete, date, sign and return the enclosed personalised proxy card attached to this Notice in the enclosed, pre - addressed envelope provided for that purpose so that your vote is received before 11 : 59 PM (Eastern Time) on December 2 , 2021 . EMAIL - proxy@astfinancial . com FAX - 718 - 765 - 8730 FOR AGAINST ABSTAIN FOR AGAINST ABSTAIN MARK “X” HERE IF YOU PLAN TO ATTEND THE MEETING. To change the address on your account, please check the box at right and indicate your new address in the address space above . Please note that changes to the registered name(s) on the account may not be submitted via this method . Signature of Shareholder Date: Signature of Shareholder Date: Note: Please sign exactly as your name or names appear on this Proxy. When shares are held jointly, each holder should sign. When signing as executor, administrator, attorney, trustee or guardian, please give full title as such. If the signer is a corporation, please sign full corporate name by duly authorized officer, giving full title as such. If signer is a partnership, please sign in partnership name by authorized person. YOU ARE ENCOURAGED TO SPECIFY YOUR CHOICES BY MARKING THE APPROPRIATE BOXES . WHERE A CHOICE IS NOT SPECIFIED, THE PROXIES WILL VOTE YOUR SHARES IN ACCORDANCE WITH THE BOARD OF DIRECTORS' RECOMMENDATIONS . INTERNET - Access “ www . voteproxy . com ” and follow the on - screen instructions or scan the QR code with your smartphone . Have your proxy card available when you access the web page . TELEPHONE - Call toll - free 1 - 800 - PROXIES ( 1 - 800 - 776 - 9437 ) in the United States or 1 - 718 - 921 - 8500 from foreign countries and follow the instructions . Have your proxy card available when you call . Vote online/phone until 11 : 59 PM EST on December 2 , 2021 . MAIL - Sign, date and mail your proxy card in the envelope provided as soon as possible . VIRTUALLY AT THE MEETING - The meeting will be hosted live via the Internet this year . To attend the meeting via the Internet please visit https : //web . lumiagm . com/ 224321184 (password : Vitru 2021 ) and be sure to have available the control number . IN PERSON - You may vote your shares in person by attending the Annual General Meeting . GO GREEN - e - Consent makes it easy to go paperless . With e - Consent, you can quickly access your proxy materials, statements and other eligible documents online, while reducing costs, clutter and paper waste . Enroll today via www . astfinancial . com to enjoy online access .