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 June 2022

 

 

Commission File Number: 001-39938

 

Vinci Partners Investments Ltd.

(Exact name of registrant as specified in its charter)

 

Av. Bartolomeu Mitre, 336
Leblon – Rio de Janeiro
Brazil 22431-002
+55 (21) 2159-6240

(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

 

 

 

 

 

TABLE OF CONTENTS

 

EXHIBIT  
99.1 Vinci Partners Investments Ltd. – Notice of 2022 Annual General Meeting of Shareholders
99.2 Vinci Partners Investments Ltd. – Proxy Statement
99.3 Vinci Partners Investments Ltd. – Form of Proxy Card

 

 

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.

 

    Vinci Partners Investments Ltd.
     
     
      By: /s/ Sergio Passos Ribeiro
        Name: Sergio Passos Ribeiro
        Title: Chief Financial Officer

 

Date: June 13, 2022

 

 

 

Exhibit 99.1

 

 

 

VINCI PARTNERS INVESTMENTS LIMITED

 

NOTICE OF ANNUAL GENERAL MEETING OF SHAREHOLDERS

 

To Be Held June 30, 2022

 

NOTICE IS HEREBY GIVEN that an annual general meeting of shareholders (the “AGM”) of Vinci Partners Investments Limited (the “Company”) will be held on June 30, 2022 at 10:00 a.m., Rio de Janeiro time, being 9:00 a.m., New York time. The AGM will be held at the offices of the Company located at Av. Bartolomeu Mitre, 336, Leblon, Rio de Janeiro/RJ, Brazil 22431-002.

 

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 December 31, 2021 be approved and ratified;

 

  2. to resolve, as an ordinary resolution, that Guilherme Stocco Filho shall be appointed as director of the Company, following his appointment as interim director by the board of directors of the Company (the “Board”) on January 26, 2021; and

 

  3. to resolve, as an ordinary resolution, that Sonia Aparecida Consiglio shall be appointed as director of the Company, following her appointment as interim director by the Board on August 13, 2021.

  

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

 

The Board fixed the close of business on June 10, 2022, New York time (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 annual report on Form 20-F for the year ended December 31, 2021 was filed with the U.S. Securities and Exchange Commission (the “Commission”) on April 20, 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://ir.vincipartners.com/, or by contacting the Company’s Investor Relations Department at Av. Bartolomeu Mitre, 336, Leblon, Rio de Janeiro, Brazil 22431-002, by email at ShareholderRelations@vincipartners.com, or by telephone at +1 (646) 559-8040. Additionally, this Notice, the Proxy Statement and the Form of Electronic Proxy Card, along with instructions on how to vote using the proxy card, will be made available on 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. The Board notes that the chairman of the Board, Mr. Gilberto Sayão da Silva, has disclosed that he owns 100% of the Company’s Class B common shares and intends to vote these shares “FOR” the resolutions at the AGM.

 

Whether or not you plan to virtually attend the AGM, please promptly complete, date, sign and return the proxy card that will be distributed to shareholders by the Company following the Record Date.

 

By order of the Board.

 

/s/ Gilberto Sayão da Silva  
Name: Gilberto Sayão da Silva  
Title: Chairman  

Dated: June 13, 2022

 

 

 

Registered Office:
c/o Harneys Fiduciary (Cayman) Limited
P.O. Box 10240
Grand Cayman
KY1-1002
Cayman Islands

 

 

 

Exhibit 99.2

 

 

 

VINCI PARTNERS INVESTMENTS LIMITED

 

Av. Bartolomeu Mitre, 336
Leblon, Rio de Janeiro
Brazil 22431-002

 

PROXY STATEMENT

 

General

 

The board of directors of Vinci Partners Investments Limited (the “Company” or “we”) is soliciting proxies for the annual general meeting of shareholders (the “AGM”) of the Company to be held on June 30, 2022 at 10:00 a.m., Rio de Janeiro time, being 9:00 a.m., New York time. The AGM will be held at the offices of the Company located at Av. Bartolomeu Mitre, 336, Leblon, Rio de Janeiro, Brazil 22431-002.

 

This 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 and can be accessed free of charge on the Investor Relations section of our website at https://ir.vincipartners.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 June 10, 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 they are registered as a shareholder of the Company on the Record Date.

 

As of the close of business on the Record Date, 55,642,968 Common Shares were issued and outstanding, including 41,176,729 Class A common shares and 14,466,239 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 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., New York time, on June 29, 2022 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 (ShareholderRelations@vincipartners.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., New York time, on June 29, 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 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 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 GUILHERME STOCCO FILHO AS DIRECTOR OF THE COMPANY

 

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 appointment of Guilherme Stocco Filho as director of the Company, following his appointment as interim director by the board of directors of the Company (the “Board”) on January 26, 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 appointment of each of the named directors of the Company.

 

PROPOSAL 3:

 

APPOINTMENT OF SONIA APARECIDA CONSIGLIO AS DIRECTOR OF THE COMPANY

 

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 appointment of Sonia Aparecida Consiglio as director of the Company, following her appointment as interim director by the Board on August 13, 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 appointment of each of the named directors of the Company.

 

ANNUAL REPORT AND COMPANY INFORMATION

 

A copy of our annual report on Form 20-F for the year ended December 31, 2021, 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.vincipartners.com/ 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 may recommend.

 

By order of the Board.

 

/s/ Gilberto Sayão da Silva  
Name: Gilberto Sayão da Silva  
Title: Chairman  

Dated: June 13, 2022

 

 

Exhibit 99.3

----------------- - 0 VINCI PARTNERS INVESTMENTS LIMITED Proxy for Annual General Meeting of Shareholders on June 30, 2022 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 as my/our proxy to vote for me/us and on my/our behalf at the annual general meeting of shareholders (the “AGM”) of Vinci Partners Investments Limited (the “Company”) to be held on June 30 , 2022 at 10 : 00 a . m . , Rio de Janeiro time, being 9 : 00 a . m . , New York time, at the offices of the Company located at Av . Bartolomeu Mitre, 336 , Leblon, Rio de Janeiro, Brazil 22431 - 002 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

 

 

ANNUAL MEETING OF SHAREHOLDERS OF VINCI PARTNERS INVESTMENTS LIMITED NOTICE OF INTERNET AVAILABILITY OF PROXY MATERIAL : The Company’s 2021 annual report, notice of meeting, proxy statement and proxy card are available at - https://ir.vincipartners.com/ 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. 00030303000000001000 1 063022 THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THE ELECTION OF DIRECTORS AND "FOR" PROPOSALS 2 AND 3. PLEASE SIGN, DATE AND RETURN PROMPTLY IN THE ENCLOSED ENVELOPE. PLEASE MARK YOUR VOTE IN BLUE OR BLACK INK AS SHOWN HERE June 30, 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 IS HEREBY GIVEN that an annual general meeting of share - holders (the “AGM”) of Vinci Partners Investments Limited (the “Company”) will be held on June 30, 2022 at 10:00 a.m., Rio de Janeiro time, being 9:00 a.m., New York time. The AGM will be held at the offices of the Company located at Av. Bartolomeu Mitre, 336, Leblon, Rio de Janeiro, Brazil 22431 - 002. We encourage shareholders to submit a proxy or, if they wish to participate in person, to virtually attend the AGM. To virtually attend the AGM please use the following link https://web.lumiagm.com/281425526 (password: vinci2022). 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 (New York time) on June 29, 2022. EMAIL: proxy@astfinancial.com FAX: 718 - 765 - 8730 1 . Resolution : To resolve, as an ordinary resolution, that the Company’s financial statements and the auditor’s report for the fiscal year ended December 31 , 2021 be approved and ratified 2. Resolution : To resolve, as an ordinary resolution, that Guilherme Stocco Filho be appointed as a director of the Company with imme - diate effect to hold office in accordance with the Articles of Association of the Company ; and 3. Resolution : To resolve, as an ordinary resolution, that Sonia Aparecida Consiglio be appointed as a director of the Company with immediate effect to hold office in accordance with the Articles of Association 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 . 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.

 

 

1 . Resolution : To resolve, as an ordinary resolution, that the Company’s financial statements and the auditor’s report for the fiscal year ended December 31 , 2021 be approved and ratified 2. Resolution : To resolve, as an ordinary resolution, that Guilherme Stocco Filho be appointed as a director of the Company with imme - diate effect to hold office in accordance with the Articles of Association of the Company ; and 3. Resolution : To resolve, as an ordinary resolution, that Sonia Aparecida Consiglio be appointed as a director of the Company with immediate effect to hold office in accordance with the Articles of Association 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 . 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 . Vote online until June 29 , 2022 , 11 : 59 PM EST . 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 the Internet. 00030303000000001000 1 063022 THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THE ELECTION OF DIRECTORS AND "FOR" PROPOSALS 2 AND 3. 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 NOTICE OF INTERNET AVAILABILITY OF PROXY MATERIAL : The Company’s 2021 annual report, notice of meeting, proxy statement and proxy card are available at - https://ir.vincipartners.com/ ANNUAL MEETING OF SHAREHOLDERS OF VINCI PARTNERS INVESTMENTS LIMITED June 30, 2022 NOTICE IS HEREBY GIVEN that an annual general meeting of share - holders (the “AGM”) of Vinci Partners Investments Limited (the “Company”) will be held on June 30, 2022 at 10:00 a.m., Rio de Janeiro time, being 9:00 a.m., New York time. The AGM will be held at the offices of the Company located at Av. Bartolomeu Mitre, 336, Leblon, Rio de Janeiro, Brazil 22431 - 002. We encourage shareholders to submit a proxy or, if they wish to participate in person, to virtually attend the AGM. To virtually attend the AGM please use the following link https://web.lumiagm.com/281425526 (password: vinci2022). 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 (New York time) on June 29, 2022. EMAIL: proxy@astfinancial.com FAX: 718 - 765 - 8730 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.