PURSUANT TO RULE 13a-16 OR 15d-16 OF THE
For the month of October, 2018
(Commission File No. 001-33356),
Indicate by check mark whether the registrant files or will file
annual reports under cover Form 20-F or Form 40-F.
Form 20-F ___X___ Form 40-F ______
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___
Indicate by check mark whether by furnishing the information contained in this Form,
the Registrant is also thereby furnishing the information to the Commission pursuant
to Rule 12g3-2(b) under the Securities Exchange Act of 1934:
Yes ______ No ___X___
If “Yes” is marked, indicate below the file number assigned
to the registrant in connection with Rule 12g3-2(b): N/A
GAFISA S.A.
Corporate Taxpayer’s ID (CNPJ/MF) No. 01.545.826/0001-07
Corporate Registry (NIRE) No. 35.300.147.952
Publicly-held Company
MANAGEMENT PROPOSAL
EXTRAORDINARY SHAREHOLDERS’ MEETING
November 30, 2018
INDEX
(i) Elect the new members to compose the Board of Directors.
(ii) Additional information and where to find it.
Appendix I – Members appointed by Management
Appendix II – Remote Voting Form
GAFISA S.A.
Corporate Taxpayer’s ID (CNPJ/MF) 01.545.826/0001-07
Corporate Registry (NIRE) 35.300.147.952
Publicly-held Company
Dear Shareholders,
The Company’s Management hereby submits to shareholders the following proposal to be purpose of deliberation at the Extraordinary Shareholders’ Meeting to be held on November 30, 2018, at 10:00 a.m., at the Company’s headquarters, located in the City and State of São Paulo, at Avenida das Nações Unidas, 8.501, 19º andar, CEP: 05425-070, to resolve on:
(i) Election of members to compose the Fiscal Council with term of office until the 2019 Annual Shareholders’ Meeting.
Considering the installation of the Fiscal Council as approved at the 2018 Annual Shareholders’ Meeting (“2018 ASM”), and provisions of Article 40 of the Company’s Bylaws, the Company’s Management proposes to elect the following members and respective deputies to complete the remaining term of office of the Fiscal Council elected at the 2018 ASM, to expire at the 2019 Annual Shareholders’ Meeting, namely:
(a) as sitting members:
(1) Fabio Mansur,
(2) Olavo Fortes Campos Rodrigues Júnior, and
(3) Marcelo Martins Louro;
(b) And, as deputy members:
(1) Thiago Fukushima,
(2) Eliane Jesus de Santana, and
(3) Rafael Calipo Ciampone.
Pursuant to Article 10 of ICVM 481, the information referring to the candidates to the positions as members of the Fiscal Council supported by the Company’s management is detailed in Appendix I hereto.
(ii) Additional information and where to find it.
Shareholders may exercise their remote voting right, by completing the remote voting form for the Meeting made available by the Company in the Appendix II hereto. Shareholders opting for exercising their voting right via the remote voting form shall comply with the rules and formalities described in the Remote Voting Form and item 12.2 of the Company’s Reference Form (Rules, policies, and practices referring to general meetings), available on the websites mentioned below.
1
The documents provided for by ICVM 481 were submitted to CVM on this date, via the Periodic Information System (IPE), and are available to shareholders, at the Company’s headquarters, on its Investor Relations website (www.gafisa.com.br/ri/) and on the websites of B3 (www.b3.com.br) and CVM (www.cvm.gov.br). The documents may be consulted and examined at the Company’s headquarters, and if shareholders are interested, they shall schedule date and time with the Investor Relations Department.
São Paulo, October 30, 2018.
The Management
Gafisa S.A.
2
Appendix I – Management Candidates
(as per Appendix 24, items 12.5 to 12.10 of CVM Instruction No. 480/09.)
Information on candidates to the Board of Directors nominated by the Company’s Management
for the Extraordinary Shareholders’ Meeting to be held on November 30, 2018.
12.5/12.6 Composition and professional experience of management and fiscal council1:
|
Name |
Birth Date |
Management Body |
Date of election |
Term of office |
No. of consecutive terms of office |
|
CPF |
Profession |
Position held |
Date of investiture |
Elected by controlling shareholder |
Percentage of attendance at meetings |
|
Other positions and duties held at the issuer |
Description of another position/duty | ||||
|
Fabio N S Mansur |
16/01/1973 |
Fiscal Council (sitting member) |
Proposal to be elected at the Extraordinary Shareholders’ Meeting of 11/30/2018 |
If elected, until 2019 Annual Shareholders’ Meeting |
0 |
|
659.494.800-82 |
Civil Engineer |
|
12/03/2018. |
No. |
0 |
|
No other positions or duties held at the Company |
| ||||
|
Olavo Fortes Campos Rodrigues Júnior |
11/16/1961 |
Fiscal Council (sitting member) |
Proposal to be elected at the Extraordinary Shareholders’ Meeting of 11/30/2018 |
If elected, until 2019 Annual Shareholders’ Meeting |
2 |
|
769.488.977-20 |
Business Administrator |
|
12/03/2018. |
No. |
100% |
|
No other positions or duties held at the Company |
| ||||
|
Marcelo Martins Louro |
07/24/1971 |
Fiscal Council (sitting member) |
Proposal to be elected at the Extraordinary Shareholders’ Meeting of 11/30/2018 |
If elected, until 2019 Annual Shareholders’ Meeting |
2 |
|
108.319.918-02 |
Business Administrator |
|
12/03/2018. |
No. |
0 |
|
No other positions or duties held at the Company |
| ||||
|
Thiago Fukushina |
08/07/1983 |
Fiscal Council (deputy member) |
Proposal to be elected at the Extraordinary Shareholders’ Meeting of 11/30/2018 |
If elected, until 2019 Annual Shareholders’ Meeting |
0 |
|
996.926.941-00 |
Business Administrator |
Independent Board Member (Sitting Member) |
12/03/2018. |
No. |
0 |
|
No other positions or duties held at the Company |
| ||||
|
Eliane de Jesus Santana |
08/11/1970 |
Fiscal Council (deputy member) |
Proposal to be elected at the Extraordinary Shareholders’ Meeting of 11/30/2018 |
If elected, until 2019 Annual Shareholders’ Meeting |
0 |
|
143.189.528-86 |
Systems Analyst |
|
12/03/2018. |
No. |
0 |
|
No other positions or duties held at the Company |
| ||||
|
Rafael Calipo Ciampone |
07/20/1989 |
Fiscal Council (deputy member) |
Proposal to be elected at the Extraordinary Shareholders’ Meeting of 11/30/2018 |
If elected, until 2019 Annual Shareholders’ Meeting |
0 |
|
395.246.888-67 |
Economist |
|
12/03/2018. |
No. |
0 |
|
No other positions or duties held at the Company |
| ||||
|
|
|
|
|
|
|
3
|
Name |
CPF/Passport |
|
Professional Experience / Declaration of Any Conviction / Independence Criteria | |
|
Fabio N S Mansur |
659.494.800-82 |
|
Professional Experience: Engineer (UCPEL 1997) with graduate studies in Civil Engineering (UFRGS 1999). Founder of Rice Brasil (1999), grains warehouse company, which became one of the main warehouses of the federal government rice public inventories (CONAB). From 2012 to 2017, Mr. Mansur served as Controller at the companies Sistema Engenharia e Sistema Materiais de Construção, in charge of the group’s accounting, tax, legal and financial structure. In 2017, Mr. Mansur acted as main executive in the sale process of a building material company to the group Quero-Quero which pertains to Advent Fund. Currently, Mr. Mansur acts as administrative officer at Engenho Celina LTDA, a company of the food distribution sector, he is also a fiscal council member of Saraiva SA Livreiros Editores None of these companies hold relevant interest in the Company’s capital, is controlled by Company’s shareholder holding direct or indirect interest equal of 5% or more of same class or type of the Company’s shares nor compose its economic group. | |
|
Declaration of Any Conviction: Mr. Fabio N S Mansur declared for all legal purposes that over the past five years, he was not subject to the effects of any criminal conviction, any adverse judgment or application of penalty in the Brazilian Securities and Exchange Commission (CVM) administrative proceeding or any final and unappealable judgment, at the judicial or administrative level to suspend or disqualify him to practice any profession or business activity. | |
|
Independence Criteria: To nominate this member to the Company’s Fiscal Council, the criteria provided for in the applicable laws were observed, especially the provisions of Article 162, caput and Paragraph 2 of Law No. 6.404/76. | |
|
|
|
|
Olavo Fortes Campos Rodrigues Júnior |
769.488.977-20 |
|
Professional Experience: Mr. Olavo initiated his career at Arthur Andersen in the audit and consulting areas. His professional experience includes services companies management, industry, retail, having worked at Carrefour, Pepsi-Cola Engarrafadora, Alcoa Brasil and Argentina and Grupo Siciliano, as Chief Executive Officer. Over the last five years he acted (i) as a member of the Fiscal Council of Duke Enegy International, Geração Paranapanema S.A., a company operating in the hydroelectric generation sector and energy trading; (ii) a member of the Board of Directors of Renova Energia S.A., a publicly-held company operating in the renewable energy sector, especially the wind energy; (iii) a deputy member of the fiscal council of São Carlos Empreendimentos e Participações S.A., commercial properties asset management company; and (iv) a member of the fiscal council of Alphaville Urbanismo S.A.,a company operating in development of urban lots, and the Company holds 30% interest in Alphaville Urbanismo S.A.’s capital. Currently, he holds the following positions: (a) a member of the Company’s Fiscal Council; (b) a member of Construtora Tenda S.A.’s fiscal council, a publicly-held company operating in the construction and development of real estate projects and the Company’s wholly-owned subsidiary; (c) a member of the Fiscal Council of Usinas Paulista Lavrinhas and Paulista Queluz de Energia S.A., closely-held corporations operating in the hydroelectric generation sector and energy trading – PCHs; (d) Managing Partner at OREA Consultoria Empresarial, a company operating in the business management and corporate governance consulting; and (e) President of São Isidoro Foundation, a non-profit organization. None of these companies hold relevant interest in the Company’s capital, is controlled by Company’s shareholder holding direct or indirect interest equal of 5% or more of same class or type of Gafisa’s shares nor compose its economic group, except for Construtora Tenda S.A. and Alphaville Urbanismo. | |
|
Declaration of Any Conviction: Mr. Olavo Fortes Campos Rodrigues Júnior declared for all legal purposes that over the past five years, he was not subject to the effects of any criminal conviction, any adverse judgment or application of penalty in the Brazilian Securities and Exchange Commission (CVM) administrative proceeding or any final and unappealable judgment, at the judicial or administrative level to suspend or disqualify him to practice any profession or business activity. | |
|
Independence Criteria: To nominate this member to the Company’s Fiscal Council, the criteria provided for in the applicable laws were observed, especially the provisions of Article 162, caput and Paragraph 2 of Law No. 6.404/76. | |
|
| |
|
Marcelo Martins Louro |
118.319.918-02 |
|
Professional Experience: Mr. Louro initiated his career at Arthur Andersen in the audit and consulting areas, currently he is a deputy member of the Company’s fiscal council and Construtora Tenda S.A.. Over the last five years, he acted as (i) Chief Financial Officer and a deputy member of the Fiscal Council of Alphaville Urbanismo S.A., a company operating in development of urban lots, and the Company holds 30% interest in Alphaville Urbanismo S.A.’s capital ; (ii) Planning and Control Officer at Construtora Tenda S.A., a publicly-held company operating in the construction and development of real estate projects and the Company’s wholly-owned subsidiary; (iii) Chief Financial Officer at Scalina S.A., a textile company; and (iv) Investor Relations Officer at T4F Entretenimento S.A., an entertainment company. The Company holds 30% interest in Alphaville Urbanismo S.A.’s capital, a company whose main activity is the development of urban lots and parent company of Construtora Tenda S.A.. None of these companies hold relevant interest in the Company’s capital, is controlled by Company’s shareholder holding direct or indirect interest equal of 5% or more of same class or type of the Company’s shares nor compose its economic group, except for Construtora Tenda S.A. and Alphaville Urbanismo S.A. | |
|
Declaration of Any Conviction: Mr. Marcelo Martins Louro declared for all legal purposes that over the past five years, he was not subject to the effects of any criminal conviction, any adverse judgment or application of penalty in the Brazilian Securities and Exchange Commission (CVM) administrative proceeding or any final and unappealable judgment, at the judicial or administrative level to suspend or disqualify him to practice any profession or business activity. | |
|
Independence Criteria: To nominate this member to the Company’s Fiscal Council, the criteria provided for in the applicable laws were observed, especially the provisions of Article 162, caput and Paragraph 2 of Law No. 6.404/76.
| |
|
Thiago Fukushima |
996.926.941-00 |
|
Professional Experience: Mr. Fukushima is graduated in business administration from the Pontifical Catholic University. Thiago has been working as trader at GWI Asset Management since 2016.
| |
|
Declaration of Any Conviction: Mr. Thiago Fukushima declared for all legal purposes that over the past five years, he was not subject to the effects of any criminal conviction, any adverse judgment or application of penalty in the Brazilian Securities and Exchange Commission (CVM) administrative proceeding or any final and unappealable judgment, at the judicial or administrative level to suspend or disqualify him to practice any profession or business activity. | |
|
None of these companies hold relevant interest in the Company’s capital, is controlled by Company’s shareholder holding direct or indirect interest equal of 5% or more of same class or type of the Company’s shares nor compose its economic group, except for GWI Asset Management. Independence Criteria: To nominate this member to the Company’s Fiscal Council, the criteria provided for in the applicable laws were observed, especially the provisions of Article 162, caput and Paragraph 2 of Law No. 6.404/76.
| |
|
Eliane Jesus de Santana |
143.189.528-86 |
|
Professional Experience: Mrs. Santana is graduated in Information Systems with Anbid CPA 20 certification, and career developed in commercial area management, with broad experience as team leader, client prospecting, elaboration of managerial reports and new business effectiveness, being liable for raising R$400 million with 550 investors through specific segmentation to the Korean community (GWI Asset Management), company where she has been working since 1997.
| |
|
Declaration of Any Conviction: Mrs. Eliana Jesus de Santana declared for all legal purposes that over the past five years, she was not subject to the effects of any criminal conviction, any adverse judgment or application of penalty in the Brazilian Securities and Exchange Commission (CVM) administrative proceeding or any final and unappealable judgment, at the judicial or administrative level to suspend or disqualify her to practice any profession or business activity. | |
|
None of these companies hold relevant interest in the Company’s capital, is controlled by Company’s shareholder holding direct or indirect interest equal of 5% or more of same class or type of the Company’s shares nor compose its economic group, except for GWI Asset Management Independence Criteria: To nominate this member to the Company’s Fiscal Council, the criteria provided for in the applicable laws were observed, especially the provisions of Article 162, caput and Paragraph 2 of Law No. 6.404/76.
| |
|
Rafael Calipo Ciampone |
395.246.888-67 |
|
Professional Experience: Mr. Ciampone is graduated in economics from the Getúlio Vargas Foundation. Mr. Ciampone has been acting as portfolio analyst at GWI Asset Management since 2015 None of these companies hold relevant interest in the Company’s capital, is controlled by Company’s shareholder holding direct or indirect interest equal of 5% or more of same class or type of the Company’s shares nor compose its economic group, except for GWI Asset Management. | |
|
Declaration of Any Conviction: Mr. Rafael Calipo Ciampone declared for all legal purposes that over the past five years, he was not subject to the effects of any criminal conviction, any adverse judgment or application of penalty in the Brazilian Securities and Exchange Commission (CVM) administrative proceeding or any final and unappealable judgment, at the judicial or administrative level to suspend or disqualify him to practice any profession or business activity. | |
4
12.9 Existence of marital relationship, common-law marriage or kinship up to second degree referring to management of issuers, subsidiaries and controlling shareholders:
There is no marital relationship, common-law marriage or kinship up to second degree among (i) the candidates of Management Candidates or (ii) among them and Management of direct or indirect subsidiaries of the Company. This item shall not apply in relation to controlling shareholders, since the Company’s capital is widespread.
12.10 subordination relations, service rendering or control among management and subsidiaries, controlling shareholders and other:
There is no subordination relation or control among candidates of Management Candidates and (i) direct or indirect subsidiaries of the Company or (ii) supplier, customer, debtor or creditor of the Company, its subsidiary or subsidiaries of any of these persons. This item shall not apply to controlling shareholders, since the Company’s capital is widespread.
** ** **
5
Appendix II – Remote Voting Form
(Appendix 21-F of ICVM 481)
Extraordinary Shareholders’ Meeting to be held on November 30, 2018
6
SIGNATURE
|
Gafisa S.A. | |
|
By: |
/s/ Ana Maria Loureiro Recart |
|
Name: Ana Maria Loureiro Recart
Title: Chief Executive Officer | |