SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
REPORT OF FOREIGN
PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR
15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934
For the month of June, 2022
Commission File Number: 001-38714
(Exact name of registrant as specified in its charter)
4th Floor, Harbour Place
103 South Church Street, P.O. Box 10240
Grand Cayman, KY1-1002, Cayman Islands
+55 (11) 3004-9680
(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||Form 40-F|
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ☐
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ☐
INCORPORATION BY REFERENCE
This report on Form 6-K shall be deemed to be incorporated by reference into the registration statement on Form S-8 (Registration Number: 333-256860) and Form F-3 (Registration Number: 333-244404) of StoneCo Ltd. and to be a part thereof from the date on which this report is filed, to the extent not superseded by documents or reports subsequently filed or furnished.
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.
|By:||/s/ Thiago dos Santos Piau|
|Name:||Thiago dos Santos Piau|
|Title:||Chief Executive Officer|
Date: June 2, 2022
|99.1||StoneCo Ltd. Press Release dated June 2, 2022|
StoneCo Announces New Incentive Plan Pool
Georgetown, Cayman Islands, June 2, 2022 -- StoneCo Ltd. (Nasdaq: STNE) (“Stone” or the “Company”), a leading provider of financial services and software solutions for merchants in Brazil, today announced that its Board of Directors approved a new incentive plan pool.
On May 31, 2022 the Board of Directors of StoneCo Ltd. approved a new incentive plan pool, composed of 19.2 million Restricted Stock Units and Performance Stock Units. A portion of the pool, 5.8 million shares, will be granted as a non-recurring long-term incentive plan linked to the achievement of the Company’s annual goals and the performance of our stock, of which 30% is to be vested in 3 years and 70% in 5 years if our goals are met. Each vesting period has a share price trigger at multiples of the current Stone share price, which aligns the incentive with significant shareholder returns. Another portion of the pool, 1.7 million shares, will be granted as a regular annual compensation. The remaining portion of the pool, 11.6 million shares, will be used in the future at the discretion of the company either for recurring annual compensation or related to the non-recurring long-term incentive plan mentioned above.
Share-based compensation expenses related to our non-recurring long-term incentive plan will be adjusted in our Adjusted Statement of Profit or Loss, similar to our IPO incentive plan. Share-based compensation expenses related to our regular annual equity compensation will not be adjusted in our P&L given its recurring nature.
StoneCo is a leading provider of financial technology and software solutions that empower merchants to conduct commerce seamlessly across multiple channels and help them grow their businesses.
This press release contains "forward-looking statements" within the meaning of the "safe harbor" provisions of the Private Securities Litigation Reform Act of 1995. These forward-looking statements are made as of the date they were first issued and were based on current expectations, estimates, forecasts and projections as well as the beliefs and assumptions of management. These statements identify prospective information and may include words such as “believe,” “may,” “will,” “aim,” “estimate,” “continue,” “anticipate,” “intend,” “expect,” “forecast,” “plan,” “predict,” “project,” “potential,” “aspiration,” “objectives,” “should,” “purpose,” “belief,” and similar, or variations of, or the negative of such words and expressions, although not all forward-looking statements contain these identifying words.
Forward-looking statements are subject to a number of risks and uncertainties, many of which involve factors or circumstances that are beyond Stone’s control.
Stone’s actual results could differ materially from those stated or implied in forward-looking statements due to a number of factors, including but not limited to: more intense competition than expected, lower addition of new clients, regulatory measures, more investments in our business than expected, and our inability to execute successfully upon our strategic initiatives, among other factors.