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.
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Arcos Dorados Holdings Inc.
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By:
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/s/ Juan David Bastidas
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Name:
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Juan David Bastidas
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Title:
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Chief Legal Counsel
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Date:
April 2, 2018
Item
1
To
Our Valued Shareholders:
Looking
back at 2017, we are very pleased with the results that we delivered and are optimistic with the future prospects for the McDonald’s
brand in Latin America. Three years ago we outlined a plan to drive topline growth, capture efficiencies in our restaurant operations,
streamline our cost structure and reduce our debt levels. We substantially met these goals through a focused execution of our
strategic plans, despite the challenges that we faced from both economic pressures as well as natural disasters in some of our
markets.
Among
our most important achievements has been attracting more customers, more often, to our restaurants. Our successful strategy to
drive topline growth produced increased comparable volume in each quarter of 2017. With higher volumes and an optimized cost structure,
we created operating leverage and generated Adjusted EBITDA margins for the full year that were our highest since 2011. On a full
year basis, and excluding Venezuela, we delivered comparable sales growth of 10.6% and total revenue growth of 11.9%. Consolidated
Adjusted EBITDA, also excluding Venezuela, expanded by 18.6%, which led to a 50 basis point margin expansion in 2017.
We
opened 50 new restaurants in 2017, ending the year with 2,188 restaurants, which included more than 120 Experience of the Future
(EOTF) locations. We also added 223 Dessert Centers, bringing the year-end total to 2,877. McCafés totaled 316 as of December
31, 2017.
Across
the region we are prioritizing the highest-impact initiatives that are the most appealing to our customers. Our redesigned affordability
platform, with a wide selection of core products at accessible prices, is proving a powerful draw for both our most loyal customers
as well as a key driver for converting our casual customers into more frequent visitors. We are very pleased that overall customer
satisfaction scores, as measured by both internal and external sources, are on the rise throughout the region. These metrics are
telling us that our employees have fully embraced the Cooltura de Servicio (Service Culture) program and are bringing greater
energy and passion to their interactions with our customers.
Thanks
to the disciplined execution of our strategy over the last few years, we are leaner, more efficient and have a stronger balance
sheet. Importantly, we are accelerating our investment plans, which include adding more restaurant openings and upgrading existing
restaurants with the EOTF concept in some of our main markets over the coming years.
We
have now built a significant cash balance and are ahead of schedule on our plans for the current three-year period. As a result,
we recently announced that we are revising our 2017 to 2019 targets to:
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Open
at least 200 new restaurants, up from 180 previously, mostly in Brazil;
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Reinvest
at least $390 million in existing restaurants, up from $292 million previously, to accelerate
the implementation of EOTF, and;
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Invest
around $660 million in total capex, up from $500 million previously.
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Importantly,
we plan to fully fund our investment plans with currently available cash as well as cash from operations. In other words, we do
not expect to increase gross debt to achieve these new targets.
At
Arcos Dorados, we believe that we should provide our Shareholders with several sources of returns. Having reviewed our outlook,
Management recommended and our Board of Directors recently approved the resumption of dividend payments. For 2018 the Company
will pay a dividend of $0.10 per share to all Class A and Class B shareholders in two equal installments of $0.05 per share on
April 5, 2018 and October 5, 2018. The dividend will be paid to shareholders of record as of April 2, 2018 and October 2, 2018,
respectively.
As
the clear market share leaders in most of our major markets we are also taking a leadership role in the industry when it comes
to being socially and environmentally responsible. We are aligned with the announcements you have seen in the last few months
from McDonald’s Corporation with respect to packaging and recycling, kids’ nutrition as well as the recent ground-breaking
announcement on Climate Change.
Arcos
Dorados is leading the effort to be part of the solution to youth un-employment in our region. In 2017, many of our markets partnered
with local NGOs to raise funds during our Gran Dia. This successful campaign drove strong results, allowing us to continue backing
Ronald McDonald House Charities as well as support young people through our new NGO partnerships.
As
we look forward, I am confident that we have the right strategy to leverage our strong restaurant portfolio, locally favorite
menu items and best people to continue on the path to sustainable growth and significant shareholder value creation.
Thank
you for your continued support.
Sincerely,
Sergio
Alonso
Chief
Executive Officer
Item
2
NOTICE
OF 2018 ANNUAL GENERAL SHAREHOLDERS’ MEETING
The shareholders
(the “Shareholders”) of Arcos Dorados Holdings Inc. (the “Company”) are invited to the 2018 Annual General
Shareholders’ Meeting to be held on
April 24, 2018, at 10:00 a.m. (Montevideo local time)
at the Company’s
office located at Dr. Luís Bonavita 1294, 5
th
Floor office 501, World Trade Center Free Zone, Montevideo, Uruguay,
11300, to consider and, if appropriate, pass the proposals referred to in the Agenda below as resolutions of Shareholders:
AGENDA
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1.
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Welcome
remarks from the Executive Chairman of the Board of Directors.
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2.
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Consideration
and approval of the Financial Statements of the Company corresponding to the fiscal year
ended December 31, 2017, the Independent Report of the External Auditors
E&Y
(Pistrelli,
Henry Martin y Asociados S.R.L., member firm of Ernst & Young Global)
, and the
Notes corresponding to the fiscal year ended December 31, 2017.
(Proposal 1)
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3.
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Appointment
and remuneration of
E&Y
(
Pistrelli, Henry Martin y Asociados S.R.L., member
firm of Ernst & Young Global)
, as the Company’s independent auditors for
the fiscal year ended December 31, 2018.
(Proposal 2)
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4.
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Election
of the following persons as
Class I Directors
of the Board of Directors, to hold
office until the conclusion of the Annual General Shareholders’ Meeting to be held
in the calendar year 2021.
(Proposal 3)
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Each of
Messrs. Woods Staton, Ricardo Gutierrez and Sergio Alonso currently serve as Class I Directors on the board of directors of the
Company and are standing for re-election. Mr. Francisco Staton is being nominated to the Board of Directors for the first time.
The biographies of Messrs. W. Staton, R. Gutierrez, S. Alonso and F. Staton are enclosed.
NOTES
TO THE NOTICE OF ANNUAL GENERAL SHAREHOLDERS’ MEETING
Note
1:
The Board of Directors has fixed the close of business on March 26, 2018 as the record date for the determination
of shareholders entitled to notice of and to vote at the Annual General Shareholders’ Meeting.
Note
2:
Admission to the Annual General Shareholders’ Meeting will be reserved for Shareholders of the Company or
their duly appointed proxy on a first-come, first-served basis. Registration and seating will begin at 9:00 a.m. local time. Shareholders
and proxyholders will be asked to present valid picture identification, such as a driver’s license or passport and, if applicable,
a completed proxy form, before being admitted to the Annual General Shareholders’ Meeting. If you hold your shares in street
name, you will also need proof of ownership in order to attend the Annual General Shareholders’ Meeting. A recent brokerage
statement or letter from your brokerage firm, bank or nominee are examples of proof of ownership.
Note
3:
A Shareholder entitled to attend and vote at the Meeting is entitled to appoint one or more proxies to attend and
vote in his stead. A proxy need not be a Shareholder of the Company.
If you
wish to appoint Mr. Woods Staton, Executive Chairman of the Board of Directors, as your proxy, the Company requests that you complete,
sign and mail the enclosed form of proxy in the enclosed business reply envelope, whether or not you plan to physically attend
the Annual General Shareholders’ Meeting. Alternatively, you may follow the instructions on the proxy card in order to vote
by phone or by internet. In order for this proxy to be valid, it must be received by no later than 5:00pm (EST) on April 20, 2018.
You may revoke your voted proxy at any time prior to the Annual General Shareholders’ Meeting or vote in person if you attend.
Note
4:
Documents to be discussed at the Annual General Shareholders’ Meeting are available to the shareholders at
the Company’s registered office at Maples Corporate Services (BVI) Limited, Kingston Chambers, Road Town, Tortola, British
Virgin Islands
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Attention: Mr. Kieran Walsh, B.V.I. Direct: + 1 345 814 5353 (email: kieran.walsh@maplesandcalder.com)
on business days from 10:00 a.m. to 12:00 p.m. and from 3:00 p.m. to 5:00 p.m. local time, from April 3, 2018 to April 20, 2018
inclusive; and at the Company’s offices at Roque Saenz Peña 432, Olivos, Buenos Aires, Argentina, Attention: Mrs.
Carolina Brovelli, on business days from 10:00 a.m. to 12:00 p.m. and from 3:00 p.m. to 5:00 p.m. local time, from April 3, 2018
to April 20, 2018 inclusive.
Note
5:
Shareholders are requested to appear no later than 15 minutes prior to the scheduled time of the Annual General
Shareholders’ Meeting in order to file their proxies and sign the Attendance Book.
Note
6:
If two or more persons are jointly regarded as holders of a share, each of them may be present in person or by proxy
at the Annual General Shareholders’ Meeting, but if such persons are present in person or by proxy they must vote as one.
Note
7: Enroll Now for Electronic Delivery of Shareholder Materials.
Arcos Dorados, through Broadridge Financial Solutions,
is pleased to offer shareholders the benefits and convenience of electronic delivery of shareholder materials, including:
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Quickest
delivery of shareholder materials
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Elimination
of bulky paper documents from your personal files
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Convenient
online proxy voting
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Reduction
of printing and mailing costs which allows us to control expenses in the interest of
delivering more value for all our shareholders
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Better
for the environment
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When
you register for electronic delivery, you will be notified by e-mail when the shareholder materials are available online. Your
enrollment will remain in effect until revoked.
To
register, visit http://enroll.icsdelivery.com/lg
PLEASE
NOTE:
you must enroll for electronic delivery for EACH account in which you hold Arcos Dorados shares.
By order
of the Board
Woods
Staton
Executive
Chairman of the Board of Directors
Dated: March
20, 2018
BIOGRAPHIES
OF PROPOSED CLASS I DIRECTORS
MR.
WOODS STATON
Mr.
Staton is the Executive Chairman of the Board. Mr. Staton was our Chief Executive Officer from 2007 through October 2015. Mr.
Staton holds an MBA from IMD in Switzerland and a Bachelor´s degree in economics from Emory University. He was McDonald’s
joint venture partner in Argentina for over 20 years and served as the President of SLAD beginning in 2004. Mr. Staton is also
a member of the founding family and served as the CEO and Chairman of the board of directors of Panamerican Beverages, Inc., or
Panamco, which was Coca-Cola’s largest bottler in Latin America. Mr. Staton is cofounder of Endeavor Argentina, an organization
for promoting entrepreneurship, as well as a founding partner of Ashoka Argentina, a global organization committed to investing
in innovative solutions through social entrepreneurship. He was recently elected as a Board Member of the IMD Foundation in Lausanne,
Switzerland. He is on the Global Board of Advisors of the Council on Foreign Relations in Washington D.C., serves as Chair of
the Advisory Board of the Latin American Program at the Woodrow Wilson International Center for Scholars, as well as on the Chairman’s
International Advisory Council of the Americas Society/Council of the Americas.
MR.
RICARDO GUTIERREZ
Mr.
Gutiérrez is an independent member of our board of directors since July 1, 2016 and is a member of our Audit Committee.
He graduated with a Bachelor’s Degree in Accounting from the Instituto Politécnico Nacional (Mexico City) and a Master’s
Degree in Financing from the Universidad Lasalle (Mexico City). He also pursued postgraduate studies in Mexico and in the USA.
Mr. Gutiérrez Muñoz was CEO of Mexichem from 1994 to 2010. Before joining Mexichem, he was Vice-President of Empresas
Lanzagorta, CEO and board member of Industrias Synkro and CFO of the Indetel/Alcatel Company. Currently he is the CEO of CP Latina
Company, a drilling contractor, and Chairman of the board of Grupo Pochteca. In addition, he is also board member of Grupo Kaluz,
Bolsa Mexicana de Valores (Mexican Stock Exchange), Promotora de Empresas Zano (Proeza), Cinépolis, Empresas ICA, Grupo
Aeroportuario del Centro Norte OMA, Genommalab e Industria Mexicana del Aluminio (IMASA).
MR.
SERGIO ALONSO
Mr.
Alonso is our Chief Executive Officer since 2015 and was, prior to his appointment as such, our Chief Operating Officer. Prior
to that, he was McDonald’s Divisional President in Brazil. He graduated with a degree in Accounting from Universidad de
Buenos Aires in 1986. He began his career at McDonald’s as Accounting Manager and subsequently moved to the operations area,
eventually being promoted to Vice President of Operations in 6 years. From 1999 until 2003, Mr. Alonso was involved in the development
of the Aroma Café brand in Argentina. Mr. Alonso has been a member of our board of directors since 2007. In addition, in
July 2017, Mr. Alonso was appointed as a member of the board of directors of Loma Negra Compañía Industrial Argentina
S.A., a leading cement producer in Argentina.
FRANCISCO
STATON
Mr.
Francisco Staton is Arcos Dorados’ Managing Director for Colombia, Aruba, Curaçao and Trinidad & Tobago. He joined
the Arcos Dorados executive team in 2013 as Senior Manager of Business Development for our NOLAD Division. His prior work experience
includes different operating roles within the organization as well as Consultant at the Boston Consulting Group office in Buenos
Aires. He completed his undergraduate studies at Princeton University, Cum Laude, in 2003, and subsequently earned an MBA from
Columbia
Business
School in 2010. He has served on the board of Princeton in Latin America since 2015. Mr. Francisco Staton is Woods Staton’s
son.