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 UNDER THE SECURITIES EXCHANGE ACT OF 1934

For the month of October 2022

Commission File Number: 001-39519

Vitru Limited

(Exact name of registrant as specified in its charter)

Rodovia José Carlos Daux, 5500, Torre Jurerê A,
2nd floor, Saco Grande, Florianópolis, State of
Santa Catarina, 88032-005, Brazil
+55 (47) 3281-9500

(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 X 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):

Yes No X

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

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.

Vitru Limited
By:	/s/ Carlos Henrique Boquimpani de Freitas
	Name:	Carlos Henrique Boquimpani de Freitas
	Title:	Chief Financial and Investor Relations Officer

Date: October 26, 2022

EXHIBIT INDEX

Exhibit No.	Description
99.1	Notice of 2022 Extraordinary General Meeting of Shareholders
99.2	Proxy Statement
99.3	Form of Proxy Card

EX-99.1

Exhibit 99.1

Vitru Limited

(the "Company")

NOTICE OF EXTRAORDINARY GENERAL MEETING OF THE COMPANY

________________________________________________________________________________

Notice is hereby given that an Extraordinary General Meeting of the Company (the "EGM") will be held at the offices of the Company located at Rodovia José Carlos Daux, 5500, Torre Jurerê A, 2nd floor, Saco Grande, Florianópolis, State of Santa Catarina, 88032-005, Brazil and virtually on November 16, 2022 at 11:00 am (São Paulo time).

The EGM will be held at the offices of the Company in accordance with Cayman Islands law, but we strongly encourage shareholders to submit a proxy or, if they wish to attend in person, to participate in the EGM in a virtual form. The Company will also be hosting the meeting live via the Internet. To attend the meeting via the Internet as a shareholder, please visit https://web.lumiagm.com/224321184 and be sure to have the password and control number indicated on your proxy card available. If you wish to attend the meeting as a guest, please visit https://web.lumiagm.com/224321184 and follow the instructions provided to attend as a guest (note that participants joining via this method will be logged as observers and will not have the ability to vote or participate).

As further detailed in the Press Release dated September 27, 2022 and made available on the Investor Relations section of the Company’s website at https://investors.vitru.com.br/ and on the SEC’s website at https://www.sec.gov, on September 27, 2022, the Company entered into a definitive investment agreement (“Investment Agreement”) with Crescera Growth Capital Master V Fundo de Investimento em Participações Multiestratégia and Crescera Growth Capital V Coinvestimento III Fundo de Investimento em Participações Multiestratégia (collectively, “Crescera”) pursuant to which Crescera agreed to acquire 3,636,363 newly issued common shares (which, upon issuance, will amount to approximately 10.6% of the outstanding common shares) of the Company for a total consideration of R$300.0 million, equivalent to approximately U.S.$56.0 million based on the exchange rate as of September 27, 2022 (the “Investment”). As part of the consideration under the Investment Agreement, the Company agreed to seek to amend and restate its Amended and Restated Memorandum and Articles of Association currently in effect (the “Articles”), effective upon the closing of the Investment, in order to (i) increase the maximum number of members of the Company’s board of directors from (9) nine to (11) eleven, (ii) grant Crescera certain director appointment rights similar to those granted to The Carlyle Group and the Vinci Group (as those terms are defined in the existing Articles), and (iii) make certain other amendments to the Articles, in each case as set out in the proposed Amended and Restated Memorandum and Articles of Association (“Amended and Restated Memorandum and Articles of Association”), which can be accessed on the Investor Relations section of the Company’s website at https://investors.vitru.com.br/.

As such, the EGM will be held for the purpose of considering and, if thought fit, passing and approving the following special resolution:

to resolve, as a special resolution, that the Amended and Restated Memorandum and Articles of Association of the Company currently in effect (the “Articles”) be amended and restated pursuant to Article 41.2 of the Articles by the deletion in their entirety and the substitution in their place of the Amended and Restated Memorandum and Articles of Association in the form presented at the EGM, such deletion, amendment and restatement to become effective only upon the closing of the investment by Crescera Growth Capital Master V Fundo de Investimento em Participações Multiestratégia and Crescera Growth Capital V Coinvestimento III Fundo de Investimento em Participações Multiestratégia (“Crescera”) contemplated by the Investment Agreement dated September 27, 2022 between Crescera and Vitru Limited.

The Board of Directors of the Company (the “Board”) has fixed the close of business on October 21, 2022 as the record date (the “Record Date”) for determining the shareholders of the Company entitled to receive notice of the EGM or any adjournment thereof. The holders of record of the common shares of the Company as at the close of business on the Record Date are entitled to receive notice of and attend the EGM and any adjournment thereof.

The Board recommends that shareholders of the Company vote “FOR” the resolution at the EGM. Your vote is very important to the Company.

Whether or not you plan to attend the EGM, please promptly complete, date, sign and return the enclosed proxy card attached to this Notice.

By order of the Board

/s/ Carlos Eduardo Martins

Name: Carlos Eduardo Martins

Title: Director

Dated: October 26, 2022

Registered Office:

c/o Maples Corporate Services Limited

PO Box 309, Ugland House

Grand Cayman

KY1-1104

Cayman Islands

2 

Important Notice Regarding the Availability of Proxy Materials for the Vitru Limited Extraordinary General Meeting to be Held on November 16, 2022

Our proxy statement and our proposed Amended and Restated Memorandum and Articles of Association can be accessed, free of charge, on the Investor Relations section of the Company’s website at https://investors.vitru.com.br/.

By inserting the control number to be provided to you on your Notice of Internet Availability of Proxy Materials or proxy card at www.voteproxy.com for registered shareholders and at www.proxyvote.com for street shareholders, you will have instructions on how to access our proxy materials, and on how to vote via the Internet, mobile device or by proxy card. If you own shares in street name, meaning that your shares are held by a bank, brokerage firm, or other nominee, you may also instruct that institution on how to vote your shares.

3 

NOTES

IF YOU HAVE EXECUTED A STANDING PROXY, YOUR STANDING PROXY WILL BE VOTED AS INDICATED IN NOTE 2 BELOW, UNLESS YOU ATTEND THE EGM IN PERSON OR SEND IN A SPECIFIC PROXY.

1 A proxy need not be a shareholder of the Company. A shareholder entitled to attend and vote at the EGM is entitled to appoint one or more proxies to attend and vote in his/her stead.

2 Any standing proxy previously deposited by a shareholder with the Company will be voted in favour of the resolutions to be proposed at the EGM unless revoked prior to the EGM or the shareholder attends the EGM in person.

3 If two or more persons are jointly registered as holders of a share, the vote of the senior person who tenders a vote, whether in person or by proxy, shall be accepted to the exclusion of the votes of other joint holders. For this purpose, seniority shall be determined by the order in which the names stand on the Company's register of shareholders in respect of the relevant shares.

4 A shareholder holding more than one share entitled to attend and vote at the EGM need not cast the votes in respect of such shares in the same way on any resolution and therefore may vote a share or some or all such shares either for or against a resolution and/or abstain from voting a share or some or all of the shares and, subject to the terms of the instrument appointing any proxy, a proxy appointed under one or more instruments may vote a share or some or all of the shares in respect of which he is appointed either for or against a resolution and/or abstain from voting.

5 No business shall be transacted at the EGM unless a quorum is present. As set out in the articles of association of the Company, a quorum for a general meeting consists of any one or more persons holding or representing by proxy not less than one-third of the aggregate voting power of all shares in issue and entitled to vote. No person shall be entitled to vote at the EGM unless he is registered as a shareholder of the Company on the record date for the EGM nor unless all calls or other sums presently payable by him in respect of such shares have been paid.

4 

EX-99.2

Exhibit 99.2

Vitru Limited

c/o Maples Corporate Services Limited

PO Box 309, Ugland House

Grand Cayman

KY1-1104

Cayman Islands

PROXY STATEMENT

General

The board of directors of Vitru Limited (the “Company” or “we”) is soliciting proxies for the extraordinary general meeting of shareholders (the “EGM”) of the Company to be held on November 16, 2022 at 11:00 am (São Paulo time). The EGM will be held at the offices of the Company located at Rodovia José Carlos Daux, 5500, Torre Jurerê A, 2nd floor, Saco Grande, Florianópolis, State of Santa Catarina, 88032-005, Brazil and virtually. However, we strongly encourage shareholders to submit a proxy or, if they wish to attend in person, to participate in the EGM in a virtual form. The Company will also be hosting the meeting live via the Internet. To attend the meeting via the Internet as a shareholder, please visit https://web.lumiagm.com/224321184 and be sure to have the password and control number indicated on your proxy card available. If you wish to attend the meeting as a guest, please visit https://web.lumiagm.com/224321184 and follow the instructions provided to attend as a guest (note that participants joining via this method will be logged as observers and will not have the ability to vote or participate).

On or about October 26, 2022, we first mailed to our shareholders our proxy materials, including our proxy statement, the notice to shareholders of our EGM and the proxy card, along with instructions on how to vote using the proxy card provided therewith. This proxy statement can also be accessed, free of charge, on the Investor Relations section of the Company’s website at https://investors.vitru.com.br/ and on the SEC’s website at https://www.sec.gov.

By inserting the control number to be provided to you on your Notice of Internet Availability of Proxy Materials or proxy card at www.voteproxy.com for registered shareholders and at www.proxyvote.com for street shareholders, you will have instructions on how to access our proxy materials, and on how to vote via the Internet, mobile device or by proxy card. If you own shares in street name, meaning that your shares are held by a bank, brokerage firm, or other nominee, you may also instruct that institution on how to vote your shares.

Record Date, Share Ownership and Quorum

Only the holders of record of common shares (the “Common Shares”) of the Company as at the close of business on October 21, 2022, Eastern Time (the “Record Date”) are entitled to receive notice of and attend the EGM and any adjournment thereof. No person shall be entitled to vote at the EGM unless it is registered as a shareholder of the Company on the Record Date for the EGM.

As of the close of business on the Record Date, 28,908,741 Common Shares were issued and outstanding. A quorum for a general meeting consists of any one or more persons holding or representing by proxy not less than one-third of the aggregate voting power of all shares in issue and entitled to vote.

Voting and Solicitation

Each Common Share issued and outstanding as of the close of business on the Record Date is entitled to one vote at the EGM. The resolution to be put to the vote at the EGM will be approved by special resolution (i.e. a two-thirds majority of the votes cast, by or on behalf of, the shareholders attending and voting at the EGM).

Voting by Holders of Common Shares

Common Shares that are properly voted, for which proxy cards are properly executed and returned within the deadline set forth below, will be voted at the EGM in accordance with the directions given. If no specific instructions are given in such proxy cards, the proxy holder will vote in favor of the item(s) set forth in the proxy card. The proxy holder will also vote in the discretion of such proxy holder on any other matters that may properly come before the EGM, or at any adjournment thereof. Where any holder of Common Shares affirmatively abstains from voting on any particular resolution, the votes attaching to such Common Shares will not be included or counted in the determination of the number of Common Shares present and voting for the purposes of determining whether such resolution has been passed (but they will be counted for the purposes of determining the quorum, as described above).

Proxies submitted by registered shareholders and street shareholders (by returning the proxy card) must be received by us no later than 11:59 p.m., Eastern Time, on November 15, 2022, to ensure your representation at our EGM.

The manner in which your shares may be voted depends on how your shares are held. If you own shares of record, meaning that your shares are represented by book entries in your name so that you appear as a shareholder on the records of American Stock Transfer & Trust Company, LLC (“AST”) (i.e., you are a registered shareholder), our stock transfer agent, this proxy statement, the notice of EGM and the proxy card will be mailed to you by AST. You may provide voting instructions by returning a proxy card. You also may attend the EGM and vote in person, subject to our above request that, if you wish to attend in person, you do so virtually. If you own Common Shares of record and you do not vote by proxy or in person at the EGM, your shares will not be voted.

If you own shares in street name (i.e., you are a street shareholder), meaning that your shares are held by a bank, brokerage firm, or other nominee, you are then considered the “beneficial owner” of shares held in “street name,” and as a result, this proxy statement, the notice of EGM and the proxy card will be provided to you by your bank, brokerage firm, or other nominee holding the shares. You may provide voting instructions to them directly by returning a voting instruction form received from that institution. If you own Common Shares in street name and attend the EGM, you must obtain a “legal proxy” from the bank, brokerage firm, or other nominee that holds your shares in order to vote your shares at the meeting and present your voting information card.

Revocability of Proxies

Registered shareholders may revoke their proxy or change voting instructions before shares are voted at the EGM by submitting a written notice of revocation to our Investor Relations Department at ir@vitru.com.br and juridicosocietario@uniasselvi.com.br, or a duly executed proxy bearing a later date (which must be received by us no later than the date set forth below) or by attending the EGM and voting in person. A beneficial owner owning Common Shares in street name may revoke or change voting instructions by contacting the bank, brokerage firm, or other nominee holding the shares or by obtaining a legal proxy from such institution and voting in person at the EGM. If you are not planning to attend in person our EGM, to ensure your representation at our EGM, revocation of proxies submitted by registered shareholders and street shareholders (by returning a proxy card) must be received by us no later than 11:59 p.m., Eastern Time, on November 15, 2022.

Investment by Crescera

As further detailed in the Press Release dated September 27, 2022 and made available on the Investor Relations section of the Company’s website at https://investors.vitru.com.br/ and on the SEC’s website at https://www.sec.gov, on September 27, 2022, the Company entered into a definitive investment agreement (“Investment Agreement”) with Crescera Growth Capital Master V Fundo de Investimento em Participações Multiestratégia and Crescera Growth Capital V Coinvestimento III Fundo de Investimento em Participações Multiestratégia (collectively, “Crescera”) pursuant to which Crescera agreed to acquire 3,636,363 newly issued common shares (which, upon issuance, will amount to approximately 10.6% of the outstanding common shares) of the Company for a total consideration of R$300.0 million, equivalent to approximately U.S.$56.0 million based on the exchange rate as of September 27, 2022 (the “Investment”). As part of the consideration under the Investment Agreement, the Company agreed to seek to amend and restate its Amended and Restated Memorandum and Articles of Association currently in effect (the “Articles”), effective upon the closing of the Investment, in order to (i) increase the maximum number of members of the Company’s board of directors from (9) nine to (11) eleven, (ii) grant Crescera certain director appointment rights similar to those granted to The Carlyle Group and the Vinci Group (as those terms are defined in the existing Articles), and (iii) make certain other amendments to the Articles, in each case as set out in the proposed Amended and Restated Memorandum and Articles of Association (“Amended and Restated Memorandum and Articles of

Association”), which can be accessed on the Investor Relations section of the Company’s website at https://investors.vitru.com.br/.

PROPOSAL:

APPROVAL OF THE AMENDED AND RESTATED MEMORANDUM AND ARTICLES OF ASSOCIATION

The Company seeks shareholder approval that the Articles be amended and restated pursuant to Article 41.2 of the Articles by the deletion in their entirety and the substitution in their place of the Amended and Restated Memorandum and Articles of Association in the form presented at the EGM, such deletion, amendment and restatement to become effective only upon the closing of the investment by Crescera contemplated by the Investment Agreement. A copy of the Amended and Restated Memorandum and Articles of Association is available on the Company’s website at https://investors.vitru.com.br/.

Pursuant to the Articles, such approval requires a special resolution passed by a majority of at least two-thirds of the shareholders voting in person or by proxy at the EGM. If proxies are properly submitted by signing, dating and returning a proxy card, Common Shares represented thereby will be voted in the manner specified therein. If not otherwise specified, and the proxy card is signed, Common Shares represented by the proxies will be voted in favor of this proposal.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” THE APPROVAL OF THE AMENDED AND RESTATED MEMORANDUM AND ARTICLES OF ASSOCIATION

Company Information

A copy of our proposed Amended and Restated Memorandum and Articles of Association, along with a copy of this proxy statement, can be accessed, free of charge, on the Investor Relations section of the Company's website at https://investors.vitru.com.br/.

Other Matters

We know of no other matters to be submitted to the EGM. If any other matters properly come before the EGM, it is the intention of the persons named in the enclosed form of proxy to vote the Common Shares they represent as the board of directors may recommend.

By Order of the Board of Directors,

Dated: October 26, 2022

EX-99.3

Exhibit 99.3