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New director on ballot as CI&T (NYSE: CINT) calls 2026 AGM

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(Neutral)
Filing Sentiment
(Neutral)
Form Type
6-K

Rhea-AI Filing Summary

CI&T Inc has called its Annual General Meeting for May 26, 2026 at 3 pm São Paulo time, to be held in a hybrid format at its Campinas office and via Zoom. Shareholders of record as of April 24, 2026 may attend and vote.

Owners of Class A and Class B shares will vote on approving the Company’s audited financial statements for the year ended December 31, 2025 and on appointing Marcelo Dodsworth Penna as a director for an unlimited term, succeeding Patrice Philippe Nogueira Baptista Etlin. The Board recommends voting in favor of both resolutions and encourages shareholders to submit proxy cards if they cannot attend.

Positive

  • None.

Negative

  • None.
AGM date and time May 26, 2026, 3 pm São Paulo time Scheduled time of Annual General Meeting
Record date April 24, 2026 Shareholders of record eligible to vote at AGM
Fiscal year-end for statements December 31, 2025 Year for financial statements to be approved and ratified
Annual Report filing date March 11, 2026 Date 2025 Form 20-F was filed with the SEC
Annual General Meeting regulatory
"Notice is hereby given that the Company will hold its Annual General Meeting"
ordinary resolution regulatory
"The AGM is convened to consider and, if thought fit, approve the following ordinary resolutions"
An ordinary resolution is a decision made by shareholders at a company meeting that is approved when more than half of the votes cast are in favor. Think of it like a household vote where a majority decides routine matters — it covers everyday corporate actions such as approving directors, routine policy changes, or distributions, and matters to investors because these majority-approved choices shape governance, management authority, and the company’s near-term direction.
record date financial
"the Board has set the close of business on April 24th, 2026 as the record date"
The record date is the specific day when a company determines which shareholders are eligible to receive a dividend or participate in an upcoming vote. It’s like a cutoff date; if you own the stock on that day, you get the benefits or voting rights. This date matters because it decides who qualifies for certain company benefits.
Form 20-F regulatory
"The Company’s 2025 Annual Report (Form 20-F) was filed with the U.S. Securities and Exchange Commission"
Form 20-F is the standardized annual disclosure that non-U.S. companies must file with the U.S. securities regulator when their shares are traded in the U.S.; it contains audited financial statements, a plain-language description of the business, management discussion, governance details and key risk factors. It matters to investors because it provides a consistent, comparable company “report card” and rulebook, helping buyers assess financial health, governance and risks before investing.
proxy card regulatory
"please promptly complete, date, sign, and return the enclosed proxy card"
A proxy card is a document that allows shareholders to give someone else the authority to vote on their behalf at a company’s meeting. Think of it as a permission slip that ensures a shareholder’s interests are represented even if they cannot attend in person. For investors, proxy cards are important because they influence company decisions and governance, giving them a way to participate indirectly.
Class A and Class B common shares financial
"Only shareholders of record of Class A and Class B common shares of the Company on the Record Date"

 

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 2026

 

Commission File Number: 001-41035

 

CI&T Inc

(Exact Name of Registrant as Specified in its Charter)

 

N/A

(Translation of registrant’s name into English)

 

Estrada Guiseppina Vianelli De Napoli, 1455 – Bl. C,

pavimento superior, Globaltech,

Campinas – State of São Paulo

(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 ________

 

 

 

 
 

CI&T Inc

FORM 6-K

Annual General Meeting

New York - April 27, 2026 - CI&T (NYSE: CINT, “Company”), a global partner in tech-integrated business solutions, announces that its Annual General Meeting of Shareholders (the “General Meeting”) is to be held on May 26, 2026.

The meeting will be held in a hybrid format at CI&T Software S.A. offices in Campinas, Brazil, and virtually via Zoom Link. The record date for the determination of shareholders entitled to vote at the General Meeting is April 24, 2026.

The AGM is convened to consider and approve the following ordinary resolutions:

  1. "As an ordinary resolution, that the Company's financial statements and the auditor's report for the fiscal year ended December 31, 2025 be approved and ratified."
  2. "As an ordinary resolution, that Marcelo Dodsworth Penna be appointed as a director of the Company to serve for an unlimited term in accordance with the Amended and Restated Memorandum and Articles of the Company."

Marcelo Dodsworth Penna is being appointed to succeed Patrice Philippe Nogueira Baptista Etlin, who resigned on April 2, 2026. Mr. Penna has been appointed by the Company's board of directors as an interim director since that date.

Mr. Penna is a Director at Advent International, where he is responsible for covering Financial Services and Technology investments in Brazil. Prior to joining Advent in 2020, he worked at UBS Pactual and, from 2009 to 2020, he worked at Vinci Partners, where he was a partner focusing on private equity investments in retail, business services and TMT. Mr. Penna currently serves on the boards of other Advent portfolio companies such as Ebanx and SkyOne, with past experience on the boards of Burger King do Brasil, Vero Internet, Grupo CBO and Fortbras. He holds a Law degree from Universidade do Estado do Rio de Janeiro and an MBA from Columbia Business School. Mr. Penna has closely monitored CI&T’s strategic development and performance since its Initial Public Offering (IPO) and possesses a comprehensive understanding of the Company’s business operations.

The convening notice containing the details for the General Meeting and the form of proxy for use in connection with the General Meeting are attached as Exhibits below.

Exhibits

 

1.

 Notice of Annual General Meeting of the Company

2.

 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.

Date: April 27, 2026

  CI&T Inc
  By: /s/ Stanley Rodrigues
    Name: Stanley Rodrigues
    Title: Chief Financial Officer

 

 

 
 

 

CI&T Inc

(the "Company")

 

Notice of Annual General Meeting of the Company

 

Notice is hereby given that the Company will hold its Annual General Meeting (the "AGM") on May 26th, 2026 at 3 pm (São Paulo time). The meeting will be held in a hybrid format at CI&T Software S.A. offices in Campinas, Brazil, and virtually via Zoom.

 

  1. Location: Estrada Giuseppina Vianelli di Napolli, nº 1455, Bloco C, Pavimento Superior - Globaltech, Polo II de Alta Tecnologia, CEP 13086-530, Campinas, São Paulo, Brazil.
  2. Virtual Attendance: https://ciandt.zoom.us/j/83439190160?pwd=vcqefPebiO2Z9qYaahLbtwDqQh2vXF.1

The AGM is convened to consider and, if thought fit, approve the following ordinary resolutions:

 

  1. "As an ordinary resolution, that the Company's financial statements and the auditor's report for the fiscal year ended December 31, 2025 be approved and ratified."
  2. "As an ordinary resolution, that Marcelo Dodsworth Penna be appointed as a director of the Company to serve for an unlimited term in accordance with the Amended and Restated Memorandum and Articles of the Company."

 

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

 

Record Date and Voting Eligibility

The board of directors of the Company (the “Board”) has set the close of business (São Paulo time) on April 24th, 2026 as the record date (the “Record Date”) for the AGM. Only shareholders of record of Class A and Class B common shares of the Company on the Record Date are entitled to receive notice of, attend, and vote at the AGM or any adjournments.

 

Access and Documentation

Virtual Access: To receive the required access code for the virtual meeting, shareholders or their proxies or representatives must email the Company’s Investor Relations Department at investors@ciandt.com. The Company may request identity verification before providing access.

Annual Report: The Company’s 2025 Annual Report (Form 20-F) was filed with the U.S. Securities and Exchange Commission (the "SEC") on March 11, 2026 (the “Annual Report”). Shareholders may obtain a copy of the Annual Report, free of charge, from the Company’s website at https://investors.ciandt.com/investors-info/financials/sec-filings/default.aspx or the SEC’s website at www.sec.gov, or by emailing the Company’s Investor Relations Department at investors@ciandt.com.

 

Director Nominee Profile

Marcelo Dodsworth Penna is being appointed to succeed Patrice Philippe Nogueira Baptista Etlin, who resigned on April 2, 2026. Mr. Penna has been appointed by the Company's board of directors as an interim director since that date.

 
 

Mr. Penna is a Director at Advent International, where he is responsible for covering Financial Services and Technology investments in Brazil. Prior to joining Advent in 2020, he worked at UBS Pactual and, from 2009 to 2020, he worked at Vinci Partners, where he was a partner focusing on private equity investments in retail, business services and TMT. Mr. Penna currently serves on the boards of other Advent portfolio companies such as Ebanx and SkyOne, with past experience on the boards of Burger King do Brasil, Vero Internet, Grupo CBO and Fortbras. He holds a Law degree from Universidade do Estado do Rio de Janeiro and an MBA from Columbia Business School. Mr. Penna has closely monitored CI&T’s strategic development and performance since its Initial Public Offering (IPO) and possesses a comprehensive understanding of the Company’s business operations.

 

Board Recommendation

The Board recommends that shareholders of the Company vote “FOR” all resolutions at the AGM.

Your vote is important. Whether or not you plan to attend the AGM, please promptly complete, date, sign, and return the enclosed proxy card according to the provided instructions (together with any applicable power of attorney or other authority, or a copy of such power or authority certified by a notary).

 

 

By order of the Board

 

/S/ Brenno Raiko de Souza__

Director - Brenno Raiko de Souza

Date: April 2, 2026

 

Registered Office:

c/o Maples Corporate Services Limited

PO Box 309, Ugland House

Grand Cayman

KY1-1104

Cayman Islands

 

 
 

 

NOTES

 

IF YOU HAVE EXECUTED A STANDING PROXY, YOUR STANDING PROXY WILL BE VOTED AS INDICATED IN NOTE 2 BELOW, UNLESS YOU REVOKE YOUR PROXY, ATTEND THE AGM IN PERSON OR SEND IN A SPECIFIC PROXY.

1A 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 behalf.
2Any standing proxy previously deposited by a shareholder with the Company will be voted in favor of the resolution to be proposed at the AGM unless revoked prior to the AGM or the shareholder attends the AGM in person or executes a specific proxy.
3A form of proxy for use at the AGM is enclosed. Whether or not you propose to attend the AGM in person, you are strongly advised to complete and sign the enclosed form of proxy and mail it in accordance with the instructions printed on such form of proxy (together with any applicable power of attorney or other authority, or a copy of such power or authority certified by a notary), or send copies of the foregoing to the Company’s Investor Relations Department by email at investors@ciandt.com, in each case marked for the attention of Eduardo Galvão, not later than 10:30 am (São Paulo time) the business day prior to the date of the AGM or adjourned AGM. Returning the completed form of proxy will not preclude you from attending the AGM and voting in person if you so wish.
4If two or more persons are jointly registered as holders of a share, the vote of the senior person who casts 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.
5A 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 may vote a share or any or all such shares either for or against a resolution and/or abstain from voting a share or any 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 any or all of the shares in respect of which he is appointed either for or against a resolution and/or abstain from voting.
6No business shall be transacted at the AGM unless a quorum is present at the time when the meeting proceeds to business. 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 by its duly authorized representative, shall constitute a quorum.

 

 
 

0 ------------------ . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . ---------------- 14475 CI&T INC (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 ____________ Class A Common Shares and/or _______ Class B Common shares respectively hereby appoint ________________________________ of ___________________________________________ or failing him/her ________________________________ of ___________________________________________ or failing him/her the duly appointed chairman of the AGM (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 26 May 2026, at 03:00 pm (São Paulo time) at the offices of CI&T Software S.A. located at Estrada Giuseppina Vianelli di Napolli, nº 1455, Bloco C, Pavimento Superior - Globaltech, Polo II de Alta Tecnologia, CEP 13086-530, Campinas, São Paulo, Brazil, and virtually at the following link ciandt.zoom.us/j/83439190160?pwd=vcqefPebiO2Z9qYaahLbtwDqQh2vXF.1, 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 matters specified in the Notice of the AGM as indicated on the reverse side: (Continued and to be signed on the reverse side) 1.1 ANNUAL GENERAL MEETING OF CI&T INC May 26, 2026 Please sign, date and mail your proxy card in the envelope provided as soon as possible. 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. 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. THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" PROPOSALS 1 AND 2. PLEASE SIGN, DATE AND RETURN PROMPTLY IN THE ENCLOSED ENVELOPE. PLEASE MARK YOUR VOTE IN BLUE OR BLACK INK AS SHOWN HERE x Please detach along perforated line and mail in the envelope provided. 00030300000000001000 7 052626 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 equiniti.com/us/ast-access to enjoy online access. MARK “X” HERE IF YOU PLAN TO ATTEND THE MEETING. 1. As an ordinary resolution, that the Company's financial statements and the auditor's report for the fiscal year ended December 31, 2025 be approved and ratified. 2. As an ordinary resolution, that Marcelo Dodsworth Penna be appointed as a director of the Company to serve for an unlimited term in accordance with the Amended and Restated Memorandum and Articles of the Company In their discretion, the proxies are authorized to vote upon such other business as may properly come before the Annual General Meeting. This proxy when properly executed will be voted as directed herein by the undersigned shareholder. If no direction is made, this proxy will be voted FOR Proposals 1 and 2. FOR AGAINST ABSTAIN 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. 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. JOHN SMITH 1234 MAIN STREET APT. 203 NEW YORK, NY 10038 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 11:59 pm Eastern Time the day before the meeting. 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 General 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 equiniti.com/us/ast-access to enjoy online access. VIRTUALLY AT THE MEETING - The company will be hosting the meeting live via the Internet. To attend the virtual meeting, please visit the website: ciandt.zoom.us/j/83439190160?pwd=vcqefPebiO2Z9qYaahLbtwDq Qh2vXF.1 PROXY VOTING INSTRUCTIONS Please detach along perforated line and mail in the envelope provided IF you are not voting via the Internet. THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" PROPOSALS 1 AND 2. PLEASE SIGN, DATE AND RETURN PROMPTLY IN THE ENCLOSED ENVELOPE. PLEASE MARK YOUR VOTE IN BLUE OR BLACK INK AS SHOWN HERE x 00030300000000001000 7 052626 COMPANY NUMBER ACCOUNT NUMBER ANNUAL GENERAL MEETING OF CI&T INC May 26, 2026, 2:00 pm Eastern Time (3:00 pm São Paulo time) MARK “X” HERE IF YOU PLAN TO ATTEND THE MEETING. 1. As an ordinary resolution, that the Company's financial statements and the auditor's report for the fiscal year ended December 31, 2025 be approved and ratified. 2. As an ordinary resolution, that Marcelo Dodsworth Penna be appointed as a director of the Company to serve for an unlimited term in accordance with the Amended and Restated Memorandum and Articles of the Company In their discretion, the proxies are authorized to vote upon such other business as may properly come before the Annual General Meeting. This proxy when properly executed will be voted as directed herein by the undersigned shareholder. If no direction is made, this proxy will be voted FOR Proposals 1 and 2. FOR AGAINST ABSTAIN

 

 

 
 

 

 
 

 

 

FAQ

When is CI&T (CINT) holding its 2026 Annual General Meeting?

CI&T will hold its 2026 Annual General Meeting on May 26, 2026 at 3 pm São Paulo time. The meeting uses a hybrid format, taking place at CI&T Software S.A.’s Campinas office and virtually via Zoom, allowing both in-person and remote shareholder participation.

What will CI&T (CINT) shareholders vote on at the 2026 AGM?

Shareholders will vote on two ordinary resolutions: approving and ratifying the financial statements and auditor’s report for the year ended December 31, 2025, and appointing Marcelo Dodsworth Penna as a director for an unlimited term under the Company’s Amended and Restated Memorandum and Articles.

Who is CI&T (CINT) director nominee Marcelo Dodsworth Penna?

Marcelo Dodsworth Penna is a Director at Advent International focused on financial services and technology investments in Brazil. He previously worked at UBS Pactual and Vinci Partners, serves on several Advent portfolio company boards, and holds a law degree plus an MBA from Columbia Business School.

What is the record date to vote at CI&T (CINT)’s 2026 AGM?

The board set the close of business on April 24, 2026 (São Paulo time) as the record date. Only holders of Class A and Class B common shares on that date are entitled to receive notice of, attend, and vote at the Annual General Meeting.

How can CI&T (CINT) shareholders attend the AGM virtually?

Shareholders can attend virtually via Zoom using the meeting link provided in the notice. To receive the required access code, shareholders, proxies, or representatives must email CI&T’s Investor Relations Department at investors@ciandt.com, and the Company may request identity verification before granting access.

How can CI&T (CINT) investors access the 2025 Annual Report?

CI&T’s 2025 Annual Report on Form 20-F was filed with the SEC on March 11, 2026. Shareholders may obtain a free copy from the Company’s investor relations website, from the SEC’s website at www.sec.gov, or by emailing investors@ciandt.com.

What does CI&T’s board recommend for the 2026 AGM resolutions?

The Board recommends that shareholders vote “FOR” both ordinary resolutions at the 2026 AGM. It encourages shareholders to complete, date, sign, and return the proxy card promptly if they do not plan to attend, so their shares are represented in the meeting votes.