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 2023
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: ý
Form 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
ORDINARY AND EXTRAORDINARY SHAREHOLDERS
MEETING
HELD ON APRIL 27th,
2023
Final Voting Statement
- Summary
Sendas Distribuidora S.A. (“Company”)
discloses to its shareholders and the market in general, according to CVM Resolution No. 81/22, as amended, the Final Voting Statement
of the Ordinary (Annex 1) and Extraordinary (Annex 2) General Shareholders Meeting held on April 27th, 2023.
Rio de Janeiro (RJ, Brazil), 27 th
April, 2023.
Gabrielle
Castelo Branco Helú
Investor Relations Officer
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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
Final Voting Statement
- Ordinary Shareholders Meeting
| Resolution |
Resolution Vote |
No. Of Shares (ON)[1] |
| 1. Examine, discuss and approve the Financial Statements of the Company, containing the Explanatory Notes, accompanied by the Management Proposal and respective Management’s Accounts, Report and Opinion of the Independent Auditors, Opinion of the Fiscal Council and the Summarized Annual Report and Opinion of the Statutory Audit Committee’s, all for the fiscal year ended on December 31, 2022. |
Approve |
880.781.222 |
| Reject |
1.368.331 |
| Abstain |
111.141.052 |
| 2. Resolve on the management proposal for allocation of the net profit for the fiscal year ended December 31, 2022, in the following terms: (i) R$23,360,852.76 to the Legal Reserve; (ii) R$753,029,913.41 for the Tax Incentive Reserve; (iii) R$110,964,050.59 for the payment of the mandatory minimum dividend (of which the gross amount of R$50,000,000.00 has already been declared and paid as interest on equity, being R$43,426,187.83 the net amount after income tax to be withheld at source); and (iii) R$326,318,339.59 to the Expansion Reserve account. |
Approve |
981.338.351 |
| Reject |
9.812.449 |
| Abstain |
2.039.805 |
[1]
The ON shares are common shares issued by the Company. Does not consider shares held in treasury.
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SENDAS DISTRIBUIDORA S.A. Brazilian Taxpayer’s Registry No. 06.057.223/0001-71 Board of Trade Registry No. 33.300.272.909 |
| 3. To establish the effective number of members of the Company's Board of Directors to be elected for the next term of office, at nine (9) members, being seven (7) Independent Directors. |
Approve |
982.380.677 |
| Reject |
5.260.194 |
| Abstain |
5.549.734 |
| 4. Do you wish to request the cumulative voting proceeding (processo de voto múltiplo) for the election of the board of directors, under the terms of art. 141 of Law 6,404, of 1976? (If the shareholder chooses "no" or "abstain", his/her shares will not be computed for the request of the cumulative voting request).[2] |
Approve |
7.307.655 |
| Reject |
101.518.307 |
| Abstain |
607.553.610 |
[2] The legal quorum for adoption of the cumulative voting proceeding
(processo de voto múltiplo) was not reached in the term established by the Brazilian Corporation Law, for this reason this process
for the election of the board of directors was not adopted.
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SENDAS DISTRIBUIDORA S.A. Brazilian Taxpayer’s Registry No. 06.057.223/0001-71 Board of Trade Registry No. 33.300.272.909 |
| 5. Nomination of all the names that compose the slate (the votes indicated in this section will be disregarded if the shareholder with voting rights fills in the fields present in the separate election of a member of the board of directors and the separate election referred to in these fields takes place) - Single Group of Candidates. |
Approve |
909.280.330 |
| Reject |
39.415.326 |
| Abstain |
44.494.949 |
| 6. If one of the candidates that composes your chosen slate leaves it, can the votes corresponding to your shares continue to be conferred on the same slate?[3] |
Approve |
13.902.503 |
| Reject |
493.293.938 |
| Abstain |
209.183.131 |
| 7. In case of a cumulative voting process, should the corresponding votes to your shares be equally distributed among the members of the slate that you´ve chosen? [If the shareholder chooses ”yes” and also indicates the ”approve” answer type for specific candidates among those listed below, their votes will be distributed proportionally among these candidates. If the shareholder chooses to ”abstain” and the election occurs by the cumulative voting process, the shareholder's vote shall be counted as an abstention in the respective resolution of the meeting.].[4] |
Approve |
502.451.088 |
| Reject |
678.891 |
| Abstain |
213.249.593 |
[3]
This deliberation has not occurred. Thus, the votes received through the Distance Voting
Bulletin, are presented only for information purposes.
[4] This deliberation has not occurred.
Thus, the votes received through the Distance Voting Bulletin, are presented only for information purposes.
| |
SENDAS DISTRIBUIDORA S.A. Brazilian Taxpayer’s Registry No. 06.057.223/0001-71 Board of Trade Registry No. 33.300.272.909 |
| Andiara Pedroso Petterle (Membro Independente)[5] |
Approve |
80.998.158 |
| Reject |
- |
| Abstain |
- |
| Belmiro de Figueiredo Gomes (Efetivo)[6] |
Approve |
77.893.363 |
| Reject |
- |
| Abstain |
- |
| José Guimarães Monforte (Membro Independente)[7] |
Approve |
81.865.798 |
| Reject |
- |
| Abstain |
- |
| Julio Cesar de Queiroz Campos (Membro Independente)[8] |
Approve |
80.998.158 |
| Reject |
- |
| Abstain |
- |
| Leila Abraham Loria (Membro Independente)[9] |
Approve |
80.998.158 |
| Reject |
- |
| Abstain |
- |
[5]
This deliberation has not occurred. Thus, the votes received through the Distance Voting Bulletin, are presented only for information purposes.
[6]
This deliberation has not occurred. Thus, the votes received through the Distance Voting Bulletin, are presented only for information purposes.
[7]
This deliberation has not occurred. Thus, the votes received through the Distance Voting Bulletin, are presented only for information purposes.
[8]
This deliberation has not occurred. Thus, the votes received through the Distance Voting Bulletin, are presented only for information purposes.
[9]
This deliberation has not occurred. Thus, the votes received through the Distance Voting Bulletin, are presented only for information purposes.
| |
SENDAS DISTRIBUIDORA S.A. Brazilian Taxpayer’s Registry No. 06.057.223/0001-71 Board of Trade Registry No. 33.300.272.909 |
| Leonardo Porcíncula Gomes Pereira (Membro Independente)[10] |
Approve |
80.998.158 |
| Reject |
- |
| Abstain |
- |
| Luiz Nelson Guedes de Carvalho (Membro Independente)[11] |
Approve |
80.957.317 |
| Reject |
- |
| Abstain |
- |
| Oscar de Paula Bernardes Neto (Membro Independente)[12] |
Approve |
80.939.723 |
| Reject |
- |
| Abstain |
- |
| Philippe Alarcon (Efetivo)[13] |
Approve |
62.509.329 |
| Reject |
- |
| Abstain |
- |
| 9. Resolve on the characterization of the independence of candidates for the position of independent members of the Board of Directors, which are Oscar de Paula Bernardes Neto, José Guimarães Monforte, Andiara Pedroso Petterle, Flavia Maria Bittencourt, Julio Cesar de Queiroz Campos, Leila Abraham Loria and Luiz Nelson Guedes de Carvalho. |
Approve |
982.859.992 |
| Reject |
4.089.428 |
| Abstain |
6.241.185 |
[10] This deliberation has not occurred.
Thus, the votes received through the Distance Voting Bulletin, are presented only for information purposes.
[11] This deliberation has not occurred.
Thus, the votes received through the Distance Voting Bulletin, are presented only for information purposes.
[12] This deliberation has not occurred.
Thus, the votes received through the Distance Voting Bulletin, are presented only for information purposes.
[13] This deliberation has not occurred.
Thus, the votes received through the Distance Voting Bulletin, are presented only for information purposes.
| |
SENDAS DISTRIBUIDORA S.A. Brazilian Taxpayer’s Registry No. 06.057.223/0001-71 Board of Trade Registry No. 33.300.272.909 |
|
10. Nomination
of candidates for chairman of the board of directors.
Oscar de Paula
Bernardes Neto |
Approve |
980.074.397 |
| Reject |
6.582.309 |
| Abstain |
6.533.899 |
|
11. Nomination
of candidates for vice-chairman of the board of directors.
José Guimarães
Monforte |
Approve |
986.461.026 |
| Reject |
195.680 |
| Abstain |
6.533.899 |
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SENDAS DISTRIBUIDORA S.A. Brazilian Taxpayer’s Registry No. 06.057.223/0001-71 Board of Trade Registry No. 33.300.272.909 |
| 12. Establish the annual global compensation of the Company’s management for the 2023 fiscal year, in the terms of the Management Proposal, in the amount of up to R$105,093,182.04, being up to R$79,329,409.56 to the Executive Board and up to R$25,200,444.49 to the Board of Directors. |
Approve |
351.557.916 |
| Reject |
630.664.972 |
| Abstain |
10.967.717 |
| 13. Do you wish to request the establishment of a fiscal council, under the terms of article 161 of Law 6,404, of 1976? (If the shareholder chooses "no" or "abstain", his/her shares will not be computed for the request of the establishment of the fiscal council). |
Approve |
38.187.943 |
| Reject |
54.888.343 |
| Abstain |
623.303.286 |
| 14. Set the number of three (3) effective members to compose the Company's Fiscal Council and their respective substitutes. |
Approve |
180.456.071 |
| Reject |
135.900.000 |
| Abstain |
100.683.820 |
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SENDAS DISTRIBUIDORA S.A. Brazilian Taxpayer’s Registry No. 06.057.223/0001-71 Board of Trade Registry No. 33.300.272.909 |
| 15. Election of the Fiscal Council: |
Artemio Bertholini (effective) / Márcio Marcelo Belli (substitute) |
Approve |
101.310.794 |
| Edison Carlos Fernandes (effective) / Ricardo Julio Rodil (substitute) |
Approve |
52.355.614 |
| Leda Hahn (effective) / Rene Martins (substitute) |
Approve |
40.042.154 |
| Roberto Frota Decourt (effective) / Jairo Laser Procianoy (substitute) |
Approve |
150.000 |
| Rafael de Souza Morsch (effective) / Marco Antonio Mayer Foletto (substitute) |
Approve |
110.000 |
| Abstain |
246.212.974 |
| 16. Resolve on the individual compensation of the members of the Fiscal Council for the new term of office, corresponding to ten percent (10%) of the average compensation attributed to the Company's statutory Officers (not including benefits, representation allowances, and profit sharing), as provided for in paragraph 3 of article 162 of the Brazilian Corporation Law. |
Approve |
163.085.034 |
| Reject |
142.699.720 |
| Abstain |
110.312.974 |
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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
Final Voting Statement
- Extraordinary Shareholders Meeting
| Resolution |
Resolution Vote |
No. Of Shares (ON)[14] |
1. Resolve on the following amendments of the Company´s Bylaws: (a) article 4, caput to update the Company's fully subscribed and paid-in share capital, due to the capital increase approved at the Board of Directors´ meeting; (b) inclusion of the paragraph 2 in the article 15 to include a deciding vote rule in the Board of Directors´ meeting; (c) article 17, subparagraphs “p” and “r” to change the thresholds of certain competences ascribed by the Board of Directors, and inclusion of new subparagraphs “s” and “t” to include as a Board of Directors’ competences the acquisition of interest in other companies and provision for guarantees approval in third parties favor, respectively; (d) article 22, for inclusion of the position of “Vice-President” for the Commercial Officer and Operations Officer; (e) articles 29 and 30, to exclude certain competences of the Commercial Officer and the Operations Officer, respectively, as well as adjustments that exclusively derive form such changes.
|
Approve |
982.566.589 |
| Reject |
8.599.480 |
| Abstain |
1.076.950 |
[14] The ON shares are common shares issued by the Company. Does not
consider shares held in treasury.
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SENDAS DISTRIBUIDORA S.A. Brazilian Taxpayer’s Registry No. 06.057.223/0001-71 Board of Trade Registry No. 33.300.272.909 |
| 2. Resolve on the consolidation of the Company's Bylaws as a result of the amendments resolved on item I above, if approved. |
Approve |
982.568.094 |
| Reject |
8.599.845 |
| Abstain |
1.075.080 |
| 3. Resolve on the re-ratification of the annual global compensation of the Company’s management for the fiscal year ended on December 31, 2022. |
Approve |
256.016.732 |
| Reject |
596.610.112 |
| Abstain |
139.616.175 |
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 27, 2023
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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