For the month of May, 2019
(Commission File No. 001-33356),
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):
Yes ______ No ___X___
Indicate by check mark whether by furnishing the information contained in this Form,
the Registrant 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___
If “Yes” is marked, indicate below the file number assigned
to the registrant in connection with Rule 12g3-2(b): N/A
GAFISA S.A.
Corporate Taxpayer ID (CNPJ/MF): 01.545.826/0001-07
Company Registry (NIRE): 35.300.147.952
Publicly Held Corporation
Minutes of the Meeting of the Board of Directors of Gafisa S.A. (“Company”) held on May 22, 2019
1. Date, time and venue: On May 22, 2019, at 6:00 p.m., in the city of São Paulo, state of São Paulo, at Av. Pres. Juscelino Kubitschek, 1830, cj 32, Bloco 2, Cond. Ed. São Luiz, Vila Nova Conceição, CEP: 04543-900, and via conference call.
2. Call notice and attendance: All members of the Board of Directors were present, as identified below, constituting a quorum for installation and approval.
3. Presiding Board: Chairman: Mr. Leo Julian Simpson. Secretary: Mr. Marcelo Janson Angelini.
4. Agenda: (i) To replace the Company’s External Auditors; and (ii) to elect the members of the Corporate Governance and Compensation Committee.
5. Resolutions: by unanimous vote, the Directors decided: (i) as recommended by the Audit Committee, to replace the Company’s external auditors, BDO RCS, with BKR – Lopes, Machado Auditores, who will audit the accounts for fiscal year 2019; (ii) to elect the following members of the Corporate Governance and Compensation Committee: Antonio Carlos Romanoski, Brazilian, married, lawyer, Identity Card (RG) no. 508915-8 SSP/PR, Individual Taxpayer’s ID (CPF/MF) no. 005.084.389-34; Nelson Sequeiros Rodriguez Tanure, Brazilian, divorced, business administrator, Individual Taxpayer’s ID (CPF/MF) no. 041.747.715-53, Identity Card (RG) no. 07.140.649-0 issued by IFP/RJ; and Thomas Cornelius Azevedo Reichenheim, Brazilian, divorced, business administrator, Identity Card (RG) no. 3.781.320-1 SSP- SP, Individual Taxpayer’s ID (CPF/MF) no. 199.437.768-20, all with two-year tenures as from this date. As such, the Corporate Governance and Compensation Committee has the following composition: Antonio Carlos Romanoski, Nelson Sequeiros Rodriguez Tanure, Thomas Cornelius Azevedo Reichenheim; and the Company’s CEO, Roberto Luz Portella.
6. Closure: With nothing further to discuss, these minutes were drawn-up, approved and signed by all members of the Board. Signatures: Leo Julian Simpson, Chairman, Marcelo Janson Angelini, Secretary. Directors: Antonio Carlos Romanoski, Eduardo Larangeira Jácome, Leo Julian Simpson, Nelson Sequeiros Rodriguez Tanure, Roberto Luz Portella and Thomas Cornelius Azevedo Reichenheim.
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Leo Julian Simpson Chairman |
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Marcelo Janson Angelini Secretary |
Directors in attendance:
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Antonio Carlos Romanoski |
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Eduardo Larangeira Jácome |
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Leo Julian Simpson |
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Nelson Sequeiros Rodriguez Tanure |
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Roberto Luz Portella |
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Thomas Cornelius Azevedo Reichenheim |
SIGNATURE
Gafisa S.A. | |
By: |
/s/ Roberto Portella |
Name: Roberto Portella
Title: Chief Executive Officer |