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 August 2023
Commission File Number: 001-39415
Vasta Platform Limited
(Exact name of registrant as specified in its
charter)
The Cayman Islands
(State of incorporation or organization) |
Av. Paulista, 901, 5th Floor
Bela Vista, São Paulo – SP
01310-100, Brazil
+55 (11) 3047-2655
(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:
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):
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):
TABLE OF CONTENTS
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.
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Vasta Platform Limited |
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By: |
/s/ Guilherme Alves Mélega |
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Name: |
Guilherme Alves Mélega |
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Title: |
Chief Executive Officer |
Date: August 30, 2023
Exhibit 99.1
VASTA PLATFORM LIMITED
NOTICE OF ANNUAL GENERAL MEETING OF SHAREHOLDERS
To Be Held 21 September 2023
NOTICE IS HEREBY GIVEN that an Annual General Meeting of
the Company (the “AGM”) will be held on 21 September 2023 at 10:00 a.m. (São Paulo time). The AGM will be held
at the offices of the Company located at Av. Paulista, 901, 1st Floor, Bela Vista, São Paulo – SP, 01310-100,
Brazil.
The AGM will be held for the purpose of considering and, if thought
fit, passing and approving the following resolution:
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1. |
to resolve, as an ordinary resolution, that the Company’s financial statements and the auditor’s report for the fiscal year ended 31 December 2022 be approved and ratified. |
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 11 August 2023 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 Class A common shares and
the Class B 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 Company’s 2022 annual report for the fiscal year ended 31
December 2022 was filed with the U.S. Securities and Exchange Commission (the “Commission”) on 26 April 2023 (the “Form
20-F”). Shareholders may obtain a copy of the Form 20-F, free of charge, from the Company’s website at https://ir.vastaplatform.com/shareholder-meetings,
or by contacting the Company’s Investor Relations Department at Av. Paulista, 901, 1st Floor, Bela Vista, São
Paulo – SP, 01310-100, Brazil, by email at ir@vastaplatform.com. Additionally, this Notice, the Proxy Statement and the Form of
Electronic Proxy Card, along with instructions on how to vote using the proxy card can also be found the Company’s website.
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 virtually attend the
AGM, please promptly complete, date, sign and return the enclosed proxy card attached to this Notice.
By order of the Board
| /s/ Guilherme Alves Mélega |
| Name: Guilherme Alves Mélega |
| Title: Chief Executive Officer |
Dated: 30 August 2023
Registered Office:
c/o Maples Corporate Services Limited
PO Box 309, Ugland House
Grand Cayman
KY1-1104
Cayman Islands
Exhibit 99.2
VASTA PLATFORM LIMITED
Av. Paulista, 901, 1st Floor
Bela Vista, São Paulo –
SP
01310-100, Brazil
PROXY STATEMENT
General
The board of directors of Vasta Platform Limited (the “Company”
or “we”) is soliciting proxies for the annual general meeting of shareholders (the “AGM”) of the
Company to be held on 21 September 2023 at 10:00 a.m., São Paulo time, being 9:00 a.m., Eastern Daylight Time. The AGM will be
held at the offices of the Company located at Av. Paulista, 901, 1st Floor, Bela Vista, São Paulo – SP, 01310-100,
Brazil.
On 30 August 2023, we first e-mailed to our shareholders the AGM Notice
indicating that 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 are available on our website. This proxy statement can also be accessed,
free of charge, on the Investor Relations section of the Company’s website at https://ir.vastaplatform.com/shareholder-meetings
and on the SEC’s website at www.sec.gov.
Record Date, Share Ownership and Quorum
Only the holders of record of Class A common shares and Class B common
shares (together, the “Common Shares”) of the Company as at the close of business on 11 August 2023 New York 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, 82,740,225 Common Shares
were issued and outstanding, including 18,304,132 Class A common shares and 64,436,093 Class B common shares. One or more shareholders
holding not less than one-third in aggregate of the voting power of all Common Shares in issue and entitled to vote, present in person
or by proxy or, if a corporation or other non-natural person, by its duly authorized representative, constitutes a quorum of the shareholders.
Voting and Solicitation
Each Class A common share issued and outstanding as of the close of
business on the Record Date is entitled to one vote at the AGM. Each Class B common share issued and outstanding as of the close of business
on the Record Date is entitled to ten votes at the AGM. The resolution to be put to the vote at the AGM will each 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 20 September 2023 to ensure your representation
at our AGM.
The manner in which your Common Shares may be voted depends on how
your Common Shares are held. If you own Common Shares of record, meaning that your Common 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, the Notice of the AGM will be e-mailed to you by AST indicating that
this proxy statement, the notice of AGM and the proxy card are available on our website. You may provide voting instructions by returning
a proxy card. You also may attend the AGM and vote in person. If you own Common Shares of record and you do not vote by proxy or at the
AGM, your Common Shares will not be voted.
If you own Common Shares in street name (i.e., you are street shareholder),
meaning that your Common Shares are held by a bank, brokerage firm, or other nominee, you are then considered the “beneficial owner”
of Common 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 Common 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 Common Shares in order
to vote your Common Shares at the AGM by presenting your voting information card.
Internet Voting
You may cast your Common Shares vote by accessing “www.voteproxy.com”.
Follow the on-screen instructions or scan the QR code provided to you on an electronic proxy card. Have your proxy card available when
you access the web page.
Revocability of Proxies
Registered shareholders may revoke their proxy or change voting instructions
before Common Shares are voted at the AGM by submitting a written notice of revocation to our Investor Relations department (ir@vastaplatform.com),
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 Common Shares or by obtaining a legal proxy from such institution and voting in
person at the AGM. If you are not planning to attend our AGM in person 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 20 September 2023.
PROPOSAL 1:
RATIFICATION AND APPROVAL OF FINANCIAL STATEMENTS AND
THE AUDITOR’S REPORT FOR THE FISCAL YEAR ENDED DECEMBER 31, 2022
If proxies are properly submitted
by signing, dating and returning a proxy card, the Common Shares represented thereby will be voted in the manner specified therein. If
not otherwise specified, and the proxy card is signed, the Common Shares represented by the proxies will be voted:
FOR the ratification and approval of our financial
statements and the auditor’s report for the fiscal year ended 31 December 2022.
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 the ratification and approval of our financial statements and the auditor’s report for the fiscal year ended 31 December 2022.
ANNUAL REPORT AND COMPANY INFORMATION
A copy of our 2022 Annual Report to stockholders on Form
20-F, along with a copy of this proxy statement, can be accessed, free of charge, on the Investor Relations section of the Company’s
website at https://ir.vastaplatform.com/shareholder-meetings and on the SEC’s website at 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.
| /s/ Guilherme Alves Mélega |
| Name: Guilherme Alves Mélega |
| Title: Chief Executive Officer |
Dated: 30 August 2023
Exhibit 99.3
--------- - 0 VASTA PLATFORM LIMITED Proxy for Annual General Meeting of Shareholders on September 21, 2023 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 ”) as my/our proxy to vote for me/us and on my/our behalf at the Annual General Meeting of the Company (the “ AGM ”) to be held on the 21 st day of September 2023 at 10 : 00 a . m . São Paulo time at the offices of the Company located at Av . Paulista, 901 , 1 st Floor, Bela Vista, São Paulo – SP, 01310 - 100 , Brazil and at any adjournment of the AGM . My proxy is instructed to vote on a poll or on a show of hands on the resolutions in respect of the matter specified in the Notice of the AGM as indicated on the reverse side : (Continued and to be signed on the reverse side) 1.1 14475 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. 1 A 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 . 2 Any 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 . 3 Whether or not you propose to attend the AGM in person, you are strongly advised to vote as described in the Notice of the AGM or complete and sign the proxy in accordance with the instructions printed on it and then deposit it (together with any power of attorney or other authority under which it is signed or a notarially certified copy of that power or authority) at the offices of the Company marked for the attention of "Bruno Giardino", or send copies of the foregoing by email to proxy@astfinancial . com, no later than 11 : 59 p . m . , Eastern Time, on 20 September 2023 . Returning the completed form of proxy will not preclude you from attending the AGM and voting in person if you so wish . 4 If 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 . 5 A 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 . 6 No business shall be transacted at the AGM unless a quorum is present . As set out in the articles of association of the Company, one or more shareholders holding not less than one - third in aggregate of the voting power of all shares in issue and entitled to vote, present in person or by proxy or, if a corporation or other non - natural person, by its duly authorised representative, constitutes a quorum of the shareholders . 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 . Whether or not you plan to attend the AGM, 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 on 20 September 2023. E MAIL - proxy@astfinancial.com FAX - 718 - 765 - 8730
ANNUAL MEETING OF SHAREHOLDERS OF VASTA PLATFORM LIMITED NOTICE OF INTERNET AVAILABILITY OF PROXY MATERIALS : The Company’s 2022 annual report, notice of meeting, proxy statement and proxy card are available at https://ir.vastaplatform.com/shareholder - meetings 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. 00030000000000001000 3 092123 THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" PROPOSAL 1. PLEASE SIGN, DATE AND RETURN PROMPTLY IN THE ENCLOSED ENVELOPE. PLEASE MARK YOUR VOTE IN BLUE OR BLACK INK AS SHOWN HERE September 21, 2023 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 2022 be approved and ratified . 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. FOR AGAINST ABSTAIN NOTICE IS HEREBY GIVEN that an Annual General Meeting of the Company (the “ AGM ”) will be held on 21 September 2023 at 10 : 00 a . m . (São Paulo time) . The AGM will be held at the offices of the Company located at Av . Paulista, 901 , 1 st Floor, Bela Vista, São Paulo – SP, 01310 - 100 , Brazil . 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. Whether or not you plan to attend the AGM in person, please promptly complete, date, sign and return the enclosed personalized proxy card attached to this Notice Card in the enclosed, pre - addressed envelope provided for that purpose so that your vote is received before 11 : 59 PM (Eastern Time) on 20 September 2023 . EMAIL : proxy@astfinancial.com FAX : 718 - 765 - 8730 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 from any touch - tone telephone and follow the instructions . Have your proxy card available when you call . Vote online/phone until 11 : 59 PM EST on 20 September 2023 . MAIL - Sign, date and mail your proxy card in the envelope provided as soon as possible . IN PERSON - You may vote your shares in person by attending the Annual Meeting . 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 . 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. 00030000000000001000 3 092123 THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" PROPOSAL 1. 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 MEETING OF SHAREHOLDERS OF VASTA PLATFORM LIMITED September 21, 2023 NOTICE OF INTERNET AVAILABILITY OF PROXY MATERIALS : The Company’s 2022 annual report, notice of meeting, proxy statement and proxy card are available at https://ir.vastaplatform.com/shareholder - meetings 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 2022 be approved and ratified . 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. FOR AGAINST ABSTAIN NOTICE IS HEREBY GIVEN that an Annual General Meeting of the Company (the “ AGM ”) will be held on 21 September 2023 at 10 : 00 a . m . (São Paulo time) . The AGM will be held at the offices of the Company located at Av . Paulista, 901 , 1 st Floor, Bela Vista, São Paulo – SP, 01310 - 100 , Brazil . 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. Whether or not you plan to attend the AGM in person, please promptly complete, date, sign and return the enclosed personalized proxy card attached to this Notice Card in the enclosed, pre - addressed envelope provided for that purpose so that your vote is received before 11 : 59 PM (Eastern Time) on 20 September 2023 . EMAIL : proxy@astfinancial.com FAX : 718 - 765 - 8730 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 .
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 2022 be approved and ratified . THE BOARD RECOMMENDS THAT SHAREHOLDERS OF THE COMPANY VOTE “FOR” THE RESOLUTIONS. This communication presents only an overview of the more complete proxy materials that are available to you on the Internet. We encourage you to access and review all of the important information contained in the proxy materials before voting. If you want to receive a paper or e - mail copy of the proxy materials you must request one. There is no charge to you for requesting a copy. To facilitate timely delivery please make the request as instructed below before 7 September 2023. Please visit https://ir.vastaplatform.com/shareholder - meetings, where the following materials are available for view: • Notice of Annual Meeting of Stockholders • Proxy Statement • Form of Electronic Proxy Card • Annual Report on Form 20 - F TO REQUEST MATERIAL: TO VOTE: TELEPHONE: 888 - Proxy - NA (888 - 776 - 9962) 718 - 921 - 8562 (for international callers) E - MAIL: info@astfinancial.com WEBSITE: https://us.astfinancial.com/OnlineProxyVoting/ProxyVoting/RequestMaterials ONLINE : To access your online proxy card, please visit www . voteproxy . com and follow the on - screen instructions or scan the QR code with your smartphone . You may enter your voting instructions at www . voteproxy . com up until 11 : 59 PM Eastern Time on 20 September 2023 . IN PERSON : You may vote your shares in person by attending the Annual Meeting . TELEPHONE : To vote by telephone, please visit www . voteproxy . com to view the materials and to obtain the toll free number to call . MAIL : You may request a card by following the instructions above . COMPANY NUMBER ACCOUNT NUMBER CONTROL NUMBER Please note that you cannot use this notice to vote by mail. Important Notice Regarding the Availability of Proxy Materials for the Shareholder Meeting of VASTA PLATFORM LIMITED To Be Held On: September 21, 2023 at 10:00 a.m. (São Paulo time) at Av. Paulista, 901, 1st Floor, Bela Vista, São Paulo – SP, 01310 - 100, Brazil
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