Form 6-K Arco Platform Ltd. For: Apr 13

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 2022

 

Commission File Number 001-38673

 

ARCO PLATFORM LIMITED

(Exact name of registrant as specified in its charter)

 

The Cayman Islands (State of incorporation or organization)

 

Rua Augusta 2840, 9th floor, suite 91

Consolação, São Paulo – SP

01412-100, Brazil
+55 (11) 3047-2655
(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 ☒ 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 ☒

 

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 ☒

 

SIGNATURE

 

Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereto duly authorized.

 

	Arco Platform Limited
	By:	/s/ Ari de Sá Cavalcante Neto
		Name:	Ari de Sá Cavalcante Neto
		Title:	Chief Executive Officer

 

Date: April 13, 2022

 

EXHIBITS
99.1	Arco Platform Limited – Notice of 2022 Annual General Meeting of Shareholders
99.2	Arco Platform Limited – Proxy Statement
99.3	Arco Platform Limited – Form of Proxy Card

 

 

Exhibit 99.1

 

 

 

ARCO PLATFORM LIMITED

 

NOTICE OF ANNUAL GENERAL MEETING OF SHAREHOLDERS

 

To Be Held April 29, 2022

 

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 Rua Augusta 2840, 9th floor, suite 91, Consolação, São Paulo – SP, 01412-100, Brazil on April 29, 2022 at 2:00 pm (São Paulo time).

 

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

 

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 2021 be approved and ratified; and

 

2.

to resolve, as an ordinary resolution, that Paula Soares de Sá Cavalcante be appointed as a director of the Company with immediate effect to hold office in accordance with the Articles of Association of the Company.

 

The director named above is currently an interim director of the Company, having been appointed by the Board of Directors (the “Board”) to serve until the AGM.

 

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

 

The Board has fixed the close of business on April 8, 2022 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 2021 annual report for the fiscal year ended December 31, 2021 was filed with the U.S. Securities and Exchange Commission (the “Commission”) on March 31, 2022 (the “Form 20-F”). Shareholders may obtain a copy of the Form 20-F, free of charge, from the Company’s website at https://investor.arcoplatform.com/ , or by contacting the Company’s Investor Relations Department at Rua Augusta 2840, 9th floor, suite 91, Consolação, São Paulo–SP, 01412-100, Brazil, by email at [email protected], or by telephone at +55 11 3047-2655. 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 attend the AGM, please promptly complete, date, sign and return the enclosed personalised proxy card attached to this Notice.

 

By order of the Board

 

/s/ Ari de Sá Cavalcante Neto 

Name: Ari de Sá Cavalcante Neto

Title: Director

Dated: April 13, 2022

 

Registered Office: 

c/o Maples Corporate Services Limited 

PO Box 309, Ugland House 

Grand Cayman 

KY1-1104 

Cayman Islands

 

Exhibit 99.2

 

 

Arco Platform Limited 

Rua Augusta 2840, 9th floor, suite 91 

Consolação, São Paulo – SP 

01412-100, Brazil

 

PROXY STATEMENT

 

General

 

The board of directors of Arco 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 April 29, 2022 at 2:00 p.m., São Paulo time, being 1:00 p.m., Eastern Daylight Time. The AGM will be held at the offices of the Company located at Rua Augusta 2840, 9th floor, suite 91, Consolação, São Paulo – SP, 01412-100, Brazil

 

On April 13, 2022, 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 form of 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://investor.arcoplatform.com/ 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 April 8, 2022 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, 56.851.399 Common Shares were issued and outstanding, including 29.450.551 Class A shares and 27.400.848 Class B shares. 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 authorized representative, constitutes a quorum of the shareholders.

 

Voting and Solicitation

 

Each Class A 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 Share issued and outstanding as of the close of business on the Record Date is entitled to ten votes at the AGM. The resolutions 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 April 27, 2022 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, the Notice of the AGM will be e-mailed to you by AST indicating that this proxy statement, the notice of AGM, our 2021 Annual Report and the form of 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 in person at the Annual Meeting, your shares will not be voted.

 

If you own shares in street name (i.e., you are 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 ([email protected]), 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 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 April 27, 2022.

 

PROPOSAL 1:

 

RATIFICATION AND APPROVAL OF FINANCIAL STATEMENTS AND THE AUDITOR'S REPORT FOR THE FISCAL YEAR ENDED DECEMBER 31, 2021

 

If proxies are properly submitted by signing, dating and returning a proxy card, the shares of Common Stock represented thereby will be voted in the manner specified therein. If not otherwise specified, and the proxy card is signed, the shares of Common Stock 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 December 31, 2021

 

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 December 31, 2021.

 

PROPOSAL 2:

 

APPOINTMENT OF PAULA SOARES DE SÁ CAVALCANTE AS A DIRECTOR OF THE COMPANY

 

If proxies are properly submitted by signing, dating and returning a proxy card, the shares of Common Stock represented thereby will be voted in the manner specified therein. If not otherwise specified, and the proxy card is signed, the shares of Common Stock represented by the proxies will be voted:

 

FOR the appointment of Paula Soares de Sá Cavalcante as a director of the Company.

 

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 appointment of the named director of the Company.

 

ANNUAL REPORT AND COMPANY INFORMATION

 

A copy of our 2021 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://investor.arcoplatform.com/ and on the SEC’s website at www.sec.gov.

 

BOARD DIVERSITY MATRIX

 

Board Diversity Matrix (as of December 31, 2021)
Country of Principal Executive Offices:	Brazil
Foreign Private Issuer:	Yes (the Cayman Islands)
Disclosure Prohibited under Home Country Law:	No
Total Number of Directors:	8

 

Female

Male

Non-Binary

Did Not Disclose Gender

Part I: Gender Identity
Directors	3	5	-	-
--Part II: Demographic Background

Underrepresented Individual in Home Country Jurisdiction	-	-	-	-
LGBTQ+	-	-	-	-
Did not Disclose Demographic Background	-	-	-	-

 

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,
Ari de Sá Cavalcante Neto
Dated: April 13, 2022

 

 

 

 

 

 

 

Exhibit 99.3

 

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.

 

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 "Mariana Pacini", or send copies of the foregoing by email to [email protected], no later than 11.59 p.m., Eastern Time, on April 27, 2022. 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 April 27, 2022.

 

EMAIL - [email protected]

FAX - 718-765-8730

 

Arco Platform Limited

(the "Company")

FORM OF PROXY FOR SHAREHOLDERS 

 

I/We
	Please Print Name(s)
of	Please Print Address(es)

 

being (a) shareholder(s) of the Company with

shares respectively 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 29th day of April 2022 at 2:00 pm São Paulo time at the offices of the Company located at Rua Augusta 2840, 9th floor, suite 91, Consolação, São Paulo - SP, 01412-100, 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.)

 

ANNUAL GENERAL MEETING OF SHAREHOLDERS OF

 

ARCO PLATFORM LIMITED 

 

April 29, 2022

 

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.

NOTICE OF INTERNET AVAILABILITY OF PROXY MATERIAL: The Company’s 2021 annual report is available at https://investor.arcoplatform.com/

Please sign, date and mail your proxy card as soon as possible.

 

 

 

Please detach along perforated line and mail in the envelope provided.

 

00030300000000001000 7

042922

 

THE BOARD RECOMMENDS THAT SHAREHOLDERS OF THE COMPANY VOTE “FOR” THE RESOLUTIONS. PLEASE SIGN, DATE AND RETURN PROMPTLY IN THE ENCLOSED ENVELOPE. PLEASE MARK YOUR VOTE IN BLUE OR BLACK INK AS SHOWN HERE

☒

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 Rua Augusta 2840, 9th floor, suite 91, Consolação, São Paulo - SP, 01412-100, Brazil on April 29, 2022 at 2:00 pm (São Paulo time).	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 2021 be approved and ratified; and

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 April 27, 2022.	2. Resolution: To resolve, as an ordinary resolution, that Paula Soares de Sá Cavalcante be appointed as a director of the Company with immediate effect to hold office in accordance with the Articles of Association of the Company.
EMAIL - [email protected]	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.
FAX - 718-765-8730
	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.

 

 

 ANNUAL GENERAL MEETING OF SHAREHOLDERS OF

 ARCO PLATFORM LIMITED

 

 April 29, 2022

 

PROXY VOTING INSTRUCTIONS

 

 

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 April 27, 2022.   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.

 

 

 

NOTICE OF INTERNET AVAILABILITY OF PROXY MATERIAL: The Company’s 2021 annual report is available at https://investor.arcoplatform.com/

 

Please detach along perforated line and mail in the envelope provided.

 

00030300000000001000 7

042922

 

THE BOARD RECOMMENDS THAT SHAREHOLDERS OF THE COMPANY VOTE “FOR” THE RESOLUTIONS. PLEASE SIGN, DATE AND RETURN PROMPTLY IN THE ENCLOSED ENVELOPE. PLEASE MARK YOUR VOTE IN BLUE OR BLACK INK AS SHOWN HERE

☒

 

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 Rua Augusta 2840, 9th floor, suite 91, Consolação, São Paulo - SP, 01412-100, Brazil on April 29, 2022 at 2:00 pm (São Paulo time).	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 2021 be approved and ratified; and

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 April 27, 2022.	2. Resolution: To resolve, as an ordinary resolution, that Paula Soares de Sá Cavalcante be appointed as a director of the Company with immediate effect to hold office in accordance with the Articles of Association of the Company.
EMAIL - [email protected]	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.
FAX - 718-765-8730
	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.

 

 

 

 Important Notice Regarding the Availability of Proxy Materials for the Shareholder Meeting of

 

ARCO PLATFORM LIMITED

To Be Held On:

April 29, 2022 at 2:00 pm (São Paulo time)

at Rua Augusta 2840, 9th floor, suite 91, Consolação, São Paulo - SP, 01412-100, Brazil

  

 

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 April 19, 2022.

 

Please visit https://investor.arcoplatform.com/, where the following materials are available for view:

 

	• Notice of Annual Meeting of Stockholders • Proxy Statement • Form of Proxy Card • Annual Report
TO REQUEST MATERIAL:	TELEPHONE: 888-Proxy-NA (888-776-9962) 718-921-8562 (for international callers) E-MAIL: [email protected] WEBSITE: https://us.astfinancial.com/OnlineProxyVoting/ProxyVoting/RequestMaterials
TO VOTE:	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 April 27, 2022. 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.

  

	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 2021 be approved and ratified; and 2.   2.   Resolution: To resolve, as an ordinary resolution, that Paula Soares de Sá Cavalcante be appointed as a director of the Company with immediate effect to hold office in accordance with the Articles of Association of the Company.   THE BOARD RECOMMENDS THAT SHAREHOLDERS OF THE COMPANY VOTE “FOR” THE RESOLUTIONS.
Please note that you cannot use this notice to vote by mail.