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
March 2025
Vale S.A.
Praia de Botafogo nº 186, 18º andar,
Botafogo
22250-145 Rio de Janeiro, RJ, Brazil
(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.)
(Check One) Form 20-F x Form 40-F ¨
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Notice to Shareholders |
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Vale confirms receipt of nominations for candidates for the Fiscal Council
Rio de Janeiro, March 25, 2025 – Vale S.A (“Vale” or “Company”) confirms that on March 17, 2025, it has received from the shareholders Franklin Templeton Investments[1], Argucia Capital Gestão de Recursos Ltda.[2], and Capstone Partners Gestão de Recursos Ltda.[3], the nomination of 1 (one) candidate and his respective alternate member for the Fiscal Council’s composition for the 2025-2026 term, as mentioned below and as already reflected in the Distance Voting Ballot:
| Nominee for effective member | Nominee for alternate member |
| Aristoteles Nogueira Filho | Leda Maria Deiro Hahn |
Vale clarifies that the aforementioned nominations have already been included in the Management Proposal
and the Distance Voting Ballot since March 17, 2025, the date on which the Company convened the Meetings,
according to the documents available here.
The nominations and required information are disclosed in the form received by the Company and disclosed to the market in the Management Proposal, and are attached to this communication.
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The Fiscal Council is a permanent body established in Vale’s Bylaws and provided for in Brazilian Corporate Law, which independently oversees the actions by Executive Committee and the Board of Directors. It comprises 3 to 5 full members and an equal number of alternates, nominated by shareholders and submitted to election at the Annual General Meeting each year. The Fiscal Council is responsible, in particular, for verifying compliance with statutory and legal duties, including reviewing the Financial Statements, issuing an opinion on the Management Report and on proposals by the management bodies submitted to the General Meeting regarding changes to the share capital, issuance of debentures or subscription bonuses, investment plans or budgets, among other duties. To learn more about the body, please see the Vale’s Bylaws (available here), the Fiscal Council’s Internal Regulations (available here), and the Proxy Statement and the Management Proposal for the Meetings (available here). |
Marcelo Feriozzi Bacci
Executive Vice President, Finance and Investor Relations
For further information, please contact:
Vale.RI@vale.com
Thiago Lofiego: thiago.lofiego@vale.com
Mariana Rocha: mariana.rocha@vale.com
Luciana Oliveti: luciana.oliveti@vale.com
Pedro Terra: pedro.terra@vale.com
Patricia Tinoco: patricia.tinoco@vale.com
This press release may include statements that present Vale’s expectations about future events or results. All statements, when based upon expectations about the future, involve various risks and uncertainties. Vale cannot guarantee that such statements will prove correct. These risks and uncertainties include factors related to the following: (a) the countries where we operate, especially Brazil and Canada; (b) the global economy; (c) the capital markets; (d) the mining and metals prices and their dependence on global industrial production, which is cyclical by nature; and (e) global competition in the markets in which Vale operates. To obtain further information on factors that may lead to results different from those forecast by Vale, please consult the reports Vale files with the U.S. Securities and Exchange Commission (SEC), the Brazilian Comissão de Valores Mobiliários (CVM) and in particular the factors discussed under “Forward-Looking Statements” and “Risk Factors” in Vale’s annual report on Form 20-F.
[1] As the manager of the following investment funds: Franklin Emerging Markets Core Equi; Franklin Fund Allocator Series; Franklin Templeton Investment Funds; Franklin Templeton Variable Insurance; Templeton Developing Markets Trust; Templeton Emerging Markets Fund; Templeton Emerging Markets Fund (US); Templeton Emerging Markets Investment.
[2] As the manager of the following investment funds: Argucia Income Fundo de Investimentos em Ações – BDR Nível 1 and Sparta Fundo de Investimentos em Ações – BDR Nível 1.
[3] As the manager of the following investment fund Capstone Macro Master Fundo de Investimento Multimercado.
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.
| Vale S.A. (Registrant) | ||
| By: | /s/ Thiago Lofiego | |
| Date: March 25, 2025 | Director of Investor Relations | |