NU Nu Holdings Ltd

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 March, 2023

Commission File Number 001-41129

 

 

Nu Holdings Ltd.

(Exact name of registrant as specified in its charter)

 

Nu Holdings Ltd.

(Translation of Registrant's name into English)

 

Campbells Corporate Services Limited, Floor 4, Willow House, Cricket Square, KY1-9010 Grand Cayman, Cayman Islands

+1 345 949 2648

(Address of principal executive office)

 

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

 

Indicate by check mark whether the registrant by furnishing the information contained in this Form 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)

 

 

 

Nu Holdings Ltd.

(the “Company”)

 

 

 

 

Written Resolutions of the Directors of the Company dated March 1st, 2023 passed in accordance with the Articles of Association of the Company (the “Articles”)

 

 

 

The undersigned, being the all of the Directors of the Company for the time being (the “Directors”), hereby take the following actions and adopt the following resolutions:

 

DISCLOSURE OF INTERESTS

 

IT IS NOTED THAT to the extent any Director has any personal interest, direct or indirect, in the matters contemplated by these resolutions which he or she is required to disclose in accordance with the Articles or in accordance with applicable law or otherwise or which might disqualify such person from approving these resolutions, such disclosure has been made and such Director may vote and act on the matters referred to herein.

 

APPOINTMENT OF DIRECTOR

 

IT IS NOTED THAT Muhtar Ahmet Kent had resigned as a director of the Company on 14 October 2022, which created a vacancy on the board of directors of the Company (the “Board”).

 

IT IS NOTED THAT pursuant to Article 21.5 any vacancies on the Board may be filled by the remaining Directors and such appointment shall be as an interim Director to fill such vacancy until the next annual general meeting of the members of the Company.

 

IT IS FURTHER NOTED THAT the Directors had received a consent to act from David Alexandre Marcus (the “New Director”).

 

IT IS FURTHER NOTED THAT it is proposed that the New Director be appointed as a member of the Leadership, Development, Diversity and Compensation Committee of the Board of Directors of the Company (the “LDDCC”).

 

IT IS RESOLVED THAT:

 

1.           It is in the best interests of the Company to appoint the New Director with effect from the date of this resolution and he is appointed until the earlier of the next annual general meeting of the members of the Company or such time as he may resign or be removed or otherwise disqualified in accordance with the Articles;

 

2.

It is in the best interests of the Company to appoint the New Director to the LDDCC;

 

 

and

 

3.           Campbells Corporate Services Limited be and is hereby instructed to make the appropriate entries in the Register of Directors and make the requisite filing with the Registrar of Companies in respect of such appointment.

 

GENERAL AUTHORISATION

 

IT IS RESOLVED THAT any Director or Officer of the Company be and is hereby authorised to do all such acts and things and agree and execute any other documents on behalf of the Company as may be required in order to carry out the actions contemplated by the foregoing resolutions (including as deeds if appropriate) and generally to sign all documents as may be required in connection with the actions contemplated by the foregoing resolutions and execution and delivery by any such Director or Officer of any such documents being conclusive evidence of their and the Company’s agreement to the final terms and conditions thereof.

 

RATIFICATION

 

IT IS RESOLVED THAT, to the extent that any Director or Officer has taken any actions or signed any documents or undertakings prior to the date hereof which would have been approved if taken or signed after the date hereof, the same be and are hereby ratified, approved and confirmed.

 

 

[Remainder of page intentionally left blank]

 

 

IN WITNESS WHEREOF, each of the undersigned, being all of the Directors of the Company for the time being, has executed these resolutions in writing on the date indicated above. These resolutions may be executed in counterpart and each counterpart shall be deemed to be an original and which counterparts when taken together shall constitute one and the same instrument.

 

 

 

David Vélez Osorno		Anita Mary Sands
Daniel Krepel Goldberg		Douglas Mauro Leone
Jacqueline Dawn Reses		Thuan Quang Pham
Luis Alberto Moreno Mejía		Rogério Paulo Calderón Peres

 

 

SIGNATURES

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.

 

	Nu Holdings Ltd.
	By:	/s/ Jorg Friedemann
		Jorg Friedemann Investor Relations Officer

 

Date:  March 6, 2023