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Vinci Compass (VINP) shareholders approve 2025 financials and elect new board director at 2026 AGM

(Neutral)
(Neutral)
Form Type
6-K

Rhea-AI Filing Summary

Vinci Compass Investments Ltd. held its Annual General Meeting of Shareholders on 1 July 2026 in Rio de Janeiro, with shareholders also able to participate by webcast. Holders of 27,613,933 Common Class A Shares and 14,466,239 Common Class B Shares, representing 88.02% of shares entitled to vote, were present in person or by proxy, so a quorum was achieved.

Shareholders approved, as an ordinary resolution, the financial statements and auditor’s report for the fiscal year ended 31 December 2025. They also approved, as an ordinary resolution, the appointment of Mr Eugenio Garza y Garza as a director of the company. The Chairman declared all resolutions carried and closed the meeting.

Positive

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Negative

  • None.
Class A shares present 27,613,933 shares Common Class A Shares present at AGM
Class B shares present 14,466,239 shares Common Class B Shares present at AGM
AGM quorum 88.02% Percentage of shares entitled to vote represented at AGM
Record date 26 May 2026 Record date for determining shareholders entitled to AGM notice and vote
Meeting date 1 July 2026 Date of Annual General Meeting in Rio de Janeiro
Financial year approved Year ended 31 December 2025 Period covered by approved financial statements and auditor’s report
AMMH Financial Holding stake 8,266,422 shares Shares held by AMMH Financial Holding Ltd. per AGM schedule
SPR Opportunity Investments stake 465,967 shares Shares held by SPR Opportunity Investments Ltd. per AGM schedule
ordinary resolution regulatory
"It was resolved, as an ordinary resolution, that the Company’s financial statements and the auditor’s report for the fiscal year ended 31 December 2025 be approved"
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.
quorum regulatory
"which in total represented 88.02% of the shares entitled to be voted and which constituted a quorum in accordance with the Articles of Association"
A quorum is the minimum number of members needed to officially hold a meeting or make decisions. It ensures that decisions are made with enough participation to represent the group’s interests, much like a majority must be present for a vote to be valid. For investors, understanding quorum is important because it affects when and how important company or organization decisions can be legally made.
proxy statement regulatory
"the written notice of the AGM (“Notice”) and the accompanying proxy statement (“Proxy Statement”) had been sent on 1 June 2026"
A proxy statement is a document companies send to shareholders ahead of a meeting that lays out the items up for a vote—like who will sit on the board, executive pay, and major corporate decisions—and provides background so shareholders can decide how to cast their votes or appoint someone to vote for them. Think of it as an agenda plus a ballot and briefing notes, important because the outcomes can change control, strategy, and value.
record date regulatory
"The Chairman noted that the record date for the AGM was 26 May 2026."
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.
Affidavit of Mailing regulatory
"the Company had received a copy of the Affidavit of Mailing, prepared by Broadridge, which confirms that the Notice had been mailed"
Memorandum and Articles of Association regulatory
"in accordance with Article 18.3 of the Memorandum and Articles of Association of the Company, a shareholder may participate in the AGM by webcast"
Memorandum and articles of association are the founding legal documents of a company: the memorandum sets out the company’s basic purpose and scope, while the articles act as its internal rulebook detailing how the company is run, who has what powers, and how decisions are made. For investors these documents matter because they define ownership rights, voting rules, limits on activities, and procedures for major changes—like a contract and rulebook that determine how their investment can be used and protected.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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FAQ

What key decisions were made at Vinci Compass (VINP) 2026 AGM?

Shareholders approved the company’s financial statements and auditor’s report for the year ended 31 December 2025 and appointed Mr. Eugenio Garza y Garza as a director, both as ordinary resolutions, confirming support for reported results and current governance.

What was the shareholder quorum at Vinci Compass (VINP) 2026 AGM?

The meeting had holders of 27,613,933 Common Class A Shares and 14,466,239 Common Class B Shares present, representing 88.02% of shares entitled to vote, which satisfied the company’s quorum requirements and allowed formal business to proceed.

Which financial period’s statements were approved at Vinci Compass (VINP) AGM?

Shareholders approved and ratified the company’s financial statements and the auditor’s report for the fiscal year ended 31 December 2025. This formal approval closes governance review of that financial period’s results under the company’s Articles of Association.

Who was appointed as a director at Vinci Compass (VINP) 2026 AGM?

Shareholders approved an ordinary resolution appointing Mr. Eugenio Garza y Garza as a director of Vinci Compass Investments Ltd. His appointment expands the board as formally authorized by the shareholders present or represented at the meeting.

How could Vinci Compass (VINP) shareholders attend the 2026 AGM?

Shareholders could attend physically at Avenida Bartolomeu Mitre, 336, in Rio de Janeiro, or participate by webcast as allowed under Article 18.3. Participation via webcast counted as presence in person and toward the AGM quorum.

When were Vinci Compass (VINP) AGM materials mailed to shareholders?

The AGM notice and proxy statement were mailed beginning 1 June 2026 to shareholders of record as of 26 May 2026, as confirmed by an Affidavit of Mailing from Broadridge. This ensured proper notification ahead of the 1 July 2026 meeting.

 

 

 

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 July 2026

 

Commission File Number: 001-39938

 

Vinci Compass 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    

 

 

 

 

  

 

 

 

TABLE OF CONTENTS

 

EXHIBIT  
99.1 Minutes of the 2026 Annual General Meeting of Shareholders dated July 1, 2026

 

 

 

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

Date: July 1, 2026

 

 

 

Exhibit 99.1

 

Vinci Compass Investments Ltd.

(“Company”)

 

Minutes of the Annual General Meeting of the Shareholders of the Company held on 1 July 2026, at 10:00 A.M. (Brasília time), at Avenida Bartolomeu Mitre, 336, Leblon, Rio de Janeiro/RJ, Brazil, 22431-002 (“AGM”)

 

 

 

Present: The shareholders listed in the Schedule

 

Present: The shareholders listed in the Schedule
   
In attendance: Alessandro Monteiro Morgado Horta (Director and CEO)
  Julya Sotto Mayor Wellisch (CLO, CCO and CSO)
  Bruno Augusto Sacchi Zaremba (CRI)
  Sergio Passos Ribeiro (CFO)

 

It was noted that, in accordance with and as permitted by Article 18.4 of the Company's Memorandum and Articles of Association, Alessandro Monteiro Morgado Horta (being the only director present and willing to act at the AGM) acted as chairman of the AGM.

 

1.Constitution of the AGM

 

It was noted that the written notice of the AGM (“Notice”) and the accompanying proxy statement (“Proxy Statement”) had been sent on 1 June 2026 to all shareholders of record of the Company (“Shareholders”) as of 26 May 2026 and that the quorum of Shareholders was present in person or by proxy. It was also noted that the Notice confirmed the AGM's physical location (as set out above).

 

In accordance with Article 18.3 of the Memorandum and Articles of Association of the Company, a shareholder may participate in the AGM by webcast (as set out in the proxy materials for the AGM). Participation by a shareholder in the AGM in this manner is treated as presence in person at the physical location of the AGM and is counted in a quorum.  

 

It was further noted that the Company had received a copy of the Affidavit of Mailing, prepared by Broadridge, which confirms that the Notice had been mailed to the Shareholders commencing on 1 June 2026.

 

The Chairman noted that the record date for the AGM was 26 May 2026.

 

It was noted that Broadridge had advised that holders of 27,613,933 Common Class A Shares and 14,466,239 Common Class B Shares were present at the AGM in person or by proxy, which in total represented 88.02% of the shares entitled to be voted and which constituted a quorum in accordance with the Articles of Association of the Company.

 

 

 

Accordingly, AGM was declared duly constituted.

 

2.Business of the AGM

 

Proposal No. 1 – It was resolved, as an ordinary resolution, that the Company’s financial statements and the auditor’s report for the fiscal year ended 31 December 2025 be approved and ratified; and

 

Proposal No. 2 – It was resolved, as an ordinary resolution, that Mr Eugenio Garza y Garza be appointed as director of the Company.

 

3.Voting

 

The voting results of the proposals are set out below.

 

·Proposal No. 1: Votes for: 171,980,181; votes against: 588; abstentions: 295,554; broker non-votes: 0;

 

·Proposal No. 2: Votes for: 171,968,177; votes against: 12,271; abstentions: 295,875; broker non-votes: 0.

 

The Chairman declared that the resolutions referenced above were carried.

 

There being no further business, the Chairman declared the AGM closed.

 

 

/s/ Alessandro Monteiro Morgado Horta                  

Alessandro Monteiro Morgado Horta

Chairman of the AGM

 

 

 

Schedule

 

Shareholder Name Number of Shares Held
AMMH Financial Holding Ltd. 8,266,422
Julya Sotto Mayor Wellisch 52,374
Pico da Neblina Ltd. 1,066,921
Sergio Passos Ribeiro 3,251
SPR Capital Ltd. 267,672
SPR Opportunity Investments Ltd. 465,967

 

 

 

Filing Exhibits & Attachments

1 document