Report of Foreign Issuer Pursuant to Rule 13a-16 or 15d-16 (6-k)
October 03 2022 - 7:17AM
Edgar (US Regulatory)
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 September,
2022
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 September 22nd, 2022
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.
| (A) | APPOINTMENT OF NEW AUDIT AND RISK COMMITTEE ("ARC") MEMBER |
IT IS NOTED THAT:
| 1. | The current members of the ARC are Rogério
Paulo Calderón Peres, acting as chairperson and as audit committee financial expert, Anita Mary Sands and Jacqueline Dawn Reses;
and |
| 2. | The Board wishes to appoint Mr. Thuan
Quang Pham as a member of the ARC (see Exhibition A with Bio details). |
IT IS RESOLVED THAT:
1. | Thuan Quang Pham be appointed as
a member of the ARC; |
(i) shall
be deemed to meet the criteria for independence set forth in Rule 10A-3(b)(1) under the Exchange Act, subject to the exemptions provided
for in Rule 10A-3(c) under the Exchange Act;
1 | |
(ii) shall
be determined to be financially literate, as such term is determined in the business judgment of the board of directors of the Company,
as required by the rules and regulations of the New York Stock Exchange (the “NYSE”) and/or the Securities and Exchange Commission;
and
(iii) otherwise
meets the requirements of the rules and regulations of NYSE and/or the United States Securities and Exchange Commission for serving on
the Audit Committee.
(B) | BDR ATTORNEY APPOINTMENT |
| 1. | The appointment of Jörg Detlef
Friedemann Junior as an attorney-in-fact, with powers to receive service of process on behalf of the Company and represent it before
the CVM, which will be deemed equivalent to the investor relations’ officer before the CVM, for purposes of Brazilian capital markets
laws and regulations (the “BDR Attorney Appointment”), in replacement of Guilherme Marques do Lago, be and is hereby
approved, and the Authorized Officers are, and each of them hereby is, authorized and directed, in the name and on behalf of the Company,
to agree and finalise the terms of, and to execute on behalf of the Company, a power of attorney to effect the BDR Attorney Appointment,
and to take all such actions and to execute (as a deed, where applicable) and deliver or cause to be delivered all such other documents
as are required to effect the BDR Attorney 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.
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]
2 | |
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.
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David Vélez Osorno
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Anita Mary
Sands
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Daniel
Krepel Goldberg
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Douglas Mauro Leone
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Jacqueline Dawn Reses
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Muhtar Ahmet
Kent
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Luis Alberto Moreno Mejía
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Rogério
Paulo Calderón Peres |
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Thuan Quang Pham
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3 | |
Exhibition A
Thuan Quang Pham is our Board since
September 2022. He also acts as a Technology Advisor of The Routing Company since June 2020. Mr. Pham served as Chief Technology Officer
of Coupang from September 2020 until September 2022, and of Uber Technologies, Inc. from April 2013 to May 2020. From December 2004 to
January 2013, Mr. Pham served in various Vice President roles at VMWare, Inc., a software and technology company, including as Vice President,
R&D - Cloud Management Platform from June 2012 to January 2013. Mr. Pham holds both B.S. and M.S. degrees in Computer Science and
Electrical Engineering from the Massachusetts Institute of Technology.
4 | |
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.
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Nu Holdings Ltd. |
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By: |
/s/ Jörg
Friedemann |
|
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Jörg
Friedemann Investor
Relations Officer |
Date: September
30, 2022
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