6-K

UNITED STATES

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 April 2023

Commission File Number: 001-36059

Controladora Vuela Compañía de Aviación, S.A.B. de C.V.

(Name of Registrant)

Av. Antonio Dovalí Jaime No. 70, 13 Floor, Tower B

Colonia Zedec Santa Fe

United Mexican States, Mexico City 01210

+(52) 55-5261-6400

 (Address of principal executive offices)

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  o

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):  £

EXPLANATORY NOTE

On April 5, 2023, Controladora Vuela Compañía de Aviación, S.A.B. de C.V. (NYSE: VLRS) issued a press release titled “Volaris announces summons for general extraordinary and general ordinary annual shareholders meeting.” A copy of this press release is attached to this Form 6-K as Exhibit 99.1

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, Controladora Vuela Compañía de Aviación, S.A.B. de C.V. has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	Controladora Vuela Compañía de Aviación, S.A.B. de C.V.
Date: April 5, 2023	By:	/s/ Enrique J. Beltranena Mejicano
	Name:	Enrique J. Beltranena Mejicano
	Title:	Chief Executive Officer
	By:	/s/ Jaime E. Pous Fernández
	Name:	Jaime E. Pous Fernández
	Title:	Chief Financial Officer

EXHIBIT INDEX

Exhibit	Description
99.1  99.2	Press release dated April 5, 2023, titled “Volaris announces summons for general extraordinary and general ordinary annual shareholders meeting.” Courtesy English translation of the call of general extraordinary and general ordinary annual shareholders meeting.

EX-99.1

 

Volaris announces summons for general extraordinary and general ordinary annual shareholders meeting

Mexico City, Mexico. April 5, 2023 – Volaris* (NYSE: VLRS and BMV: VOLAR), announces a summons for the general extraordinary and general ordinary annual shareholders’ meeting to be held on April 21, 2023.

Under Mexican law Volaris needs to hold a general ordinary shareholders’ meeting at least once a year in respect of general corporate matters. A courtesy English translation of this year’s shareholders’ meetings agenda is attached as exhibit and its backup material can be found on https://ir.volaris.com/about-volaris/corporate-governance/

The information included in this report has not been audited and does not provide information on the company’s future performance. Volaris’ future performance depends on many factors. It cannot be inferred that any period’s performance or its comparison year over year will indicate a similar performance in the future.

About Volaris:

*Controladora Vuela Compañía de Aviación, S.A.B. de C.V. (“Volaris” or the “Company”) (NYSE: VLRS and BMV: VOLAR) is an ultra-low-cost carrier, with point-to-point operations, serving Mexico, the United States, Central, and South America. Volaris offers low base fares to build its market, providing quality service and extensive customer choice. Since the beginning of operations in March 2006, Volaris has increased its routes from 5 to more than 202 and its fleet from 4 to 120 aircraft. Volaris offers more than 550 daily flight segments on routes that connect 43 cities in Mexico and 28 cities in the United States, Central, and South America, with the youngest fleet in Mexico. Volaris targets passengers who are visiting friends and relatives, cost-conscious business and leisure travelers in Mexico, the United States, Central, and South America. Volaris has received the ESR Award for Social Corporate Responsibility for fourteen consecutive years. For more information, please visit www.volaris.com.

Investor Relations Contact

Ricardo Martínez / ir@volaris.com

Media Contact

Gabriela Fernández / gabriela.fernandez@volaris.com

 

EX-99.2

CALL TO

A GENERAL EXTRAORDINARY AND A GENERAL ORDINARY ANNUAL SHAREHOLDERS MEETING

CONTROLADORA VUELA COMPAÑÍA DE AVIACIÓN, S.A.B. DE C.V.

By resolution of the Board of Directors of CONTROLADORA VUELA COMPAÑÍA DE AVIACIÓN, S.A.B. DE C.V. (the “Company”), and pursuant to articles 179, 180, 181, 182, 183, 186 and other applicable articles of the General Law of Commercial Companies (Ley General de Sociedades Mercantiles) and clauses Seventeenth, Eighteenth and Nineteenth and other applicable clauses of the by-laws of the Company, holders of Series “A” and Series “B” shares of the capital stock of the Company, are hereby summoned to a General Extraordinary shareholders meeting and a General Ordinary Annual shareholders meeting to be held on April twenty first (21), 2023 at ten (10:00) and ten thirty (10:30) hours, in the corporate domicile of the Company located at Avenida Antonio Dovalí Jaime No. 70, Tower B, Floor 13, Colonia Zedec Santa Fe, Alcaldía Álvaro Obregón, C.P. 01210, Mexico City, in order to deal with the matters contained in the following:

GENERAL EXTRAORDINARY SHAREHOLDERS MEETING

AGENDA

I. Presentation and, if applicable, approval of the partial amendment of the Company's by-laws.

II. Appointment of delegates who will carry out and formalize the resolutions adopted by this meeting.

GENERAL ORDINARY ANNUAL SHAREHOLDERS MEETING

AGENDA

I. Presentation and, if applicable, approval of the reports referred to in article 28, section IV of the Mexican Securities Market Law (Ley del Mercado de Valores), including the presentation of the consolidated financial statements of the Company for the year ended on December 31, 2022, and resolutions regarding the performance of the Board of Directors, Committees and Chief Executive Officer of the Company.

II. Resolutions regarding the allocation of the results for the fiscal year ended on December 31, 2022.

III. Proposal and, if applicable, approval of the establishment of a own share repurchase program in terms of the provisions of the applicable law, and the preparation of its operating policies.

IV. Appointment and/or ratification, of the individuals who shall be members of the Board of Directors, the Secretary of such Board and the Chief Executive Officer of the Company.

V. Appointment and/or ratification, if applicable, of the Chairman of the Audit Committee of the Company.

VI. Appointment of the Chairman of the Corporate Governance Committee of the Company.

VII. Resolutions on (i) the compensation to the members of the Board of Directors, of the Audit Committee, of the Corporate Governance Committee, as well as to the secretary of the Board of Directors and of the Committees of the Company; and (ii) the incentives plan.

VIII. Presentation and, if applicable, approval of the report on compliance with the Company's tax obligations, in compliance of the applicable legal provisions.

IX. Appointment of delegates who will carry out and formalize the resolutions adopted by this meeting.

Pursuant to clause Nineteenth of the Company´s by-laws, in order to have the right to attend the meetings, the shareholders must be registered in the Stock Registry Book of the Company and present the corresponding admission card, which must be requested no later than forty-eight hours prior to the start of the shareholders meetings at the domicile , located at Javier Barros Sierra 540, Building 1, Floor 4, Colonia Santa Fe, C.P. 01210, Mexico City, , by depositing the corresponding share certificates or provide evidence of the corresponding deposit certificates of such shares issued by S.D. Indeval Institución para el Depósito de Valores, S.A. de C.V., by a Mexican credit or foreign institution, or by an authorized brokerage firms. In order to obtain the above-mentioned admission card, the depositors with S.D. Indeval Institución para el Depósito de Valores, S.A. de C.V., must enclose to the statements issued by such institution, the lists that identify the names of the corresponding shareholders.

Shareholders or holders of other securities referred to Series “A” and “B” of the Company, may be represented by attorneys-in fact who must evidence their authority by means of a power-of-attorney granted in terms of the forms prepared by the Company that comply with the requirements established established in paragraph III of Article 49 of the Mexican Securities Market Law and the by-laws of the Company. Additionally, shareholders of Series “A” shares not held in the neutral investment trust established by the Company must prove their status as Mexican Investors, either directly or through the aforementioned forms, in order for the Company to verify their status.

The abovementioned forms and admission cards may be requested at the above-mentioned Secretary’s domicile, within the fifteen days prior to the date on which the meetings will be held, from ten (10:00) to fourteen (14:00) hours and from sixteen (16:00) to eighteen (18:00) hours. Likewise, the information related to the agenda will be available to the shareholders or their representatives, at the above-mentioned hours and domicile, within at least fifteen days prior to the date of the meetings.

Pursuant to Clause Six of the Company's by-laws, the Series “A” shares may be subscribed and paid for or acquired exclusively by Mexican individuals or Mexican legal entities with a foreigner exclusion clause or with a majority of Mexican capital and controlled by Mexican capital (any of them, a “Mexican Investor” and, collectively, the “Mexican Investors”), in accordance with the applicable legislation regarding foreign investment in Mexico.

Any person who is not a Mexican Investor and who participates directly or indirectly in the capital stock of the Company will maintain his or her participation through Ordinary Participation Certificates (“CPOs”) and/or through American Depositary Shares (“ADSs”) and/or American Depositary Receipts (“ADRs”), as applicable, and in any case, neither the CPOs and/or ADSs and/or ADRs grant any voting rights.

The Series “A” shares held in the neutral investment trust established by the Company will be voted in the same manner as the Series “A” shares that are not held in such trust, that is, in the same manner as the majority of the Mexican Investors.

The attendance and the exercise of voting rights are subject to the fulfillment of the change of control provisions set forth in Clause Eight of the by-laws. In the event that the information is insufficient or not proper or the forms do not comply with the forms prepared by the Company, the secretary of the meetings will not recognize or give any value to such forms, and therefore the Series “A” shares in question will not be accounted for purposes of the quorum for installation or voting at the meetings.

Mexico City, on April 5^th, 2023.

_____________________________________

José Alejandro de Iturbide Gutiérrez

Secretary non-member of the Board of Directors