6-K

 

FORM 6-K
U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16 OF THE
SECURITIES EXCHANGE ACT OF 1934

dated April 08, 2019

Commission File Number 1-15148

BRF S.A.
(Exact Name as Specified in its Charter)

N/A(Translation of Registrant’s Name)

1400 R. Hungria, 5th FloorJd América-01455000-São Paulo – SP, Brazil(Address of principal executive offices) (Zip code)

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): 

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 o   No x

If “Yes” is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b): Not applicable.

*             *             *

This material includes certain forward-looking statements that are based principally on current expectations and on projections of future events and financial trends that currently affect or might affect the Company’s business, and are not guarantees of future performance.  These forward-looking statements are based on management’s expectations, which involve a number of known and unknown risks, uncertainties, assumptions and other important factors, many of which are beyond the Company’s control and any of which could cause actual financial condition and results of operations to differ materially fom those set out in the Company’s forward-looking statements.  You are cautioned not to put undue reliance on such forward-looking statements.  The Company undertakes no obligation, and expressly disclaims any obligation, to update or revise any forward-looking statements.  The risks and uncertainties relating to the forward-looking statements in this Report on Form 6-K, including Exhibit 1 hereto, include those described under the captions “Forward-Looking Statements” and “Item 3. Key Information — D. Risk Factors” in the Company’s annual report on Form 20-F for the year ended December 31, 2012.

 

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.

Date: April 08, 2019
	BRF S.A.
	By:	/s/ Elcio Ito
		Name:	Elcio Ito
		Title:	Chief Financial and Investor Relations Officer

 

EXHIBIT INDEX

Exhibit	Description of Exhibit
1	MINUTES OF THE ORDINARY MEETING OF THE BOARD OF DIRECTORS HELD ON MARCH 28, 2019

EX-1

BRF S.A.

Publicly Held Company

CNPJ 01.838.723/0001-27

NIRE 42.300.034.240

CVM 1629-2

MINUTES OF THE ORDINARY MEETING OF THE BOARD OF DIRECTORS
HELD ON MARCH 28, 2019

1.	Date, Time and Place:Meeting held on March 28, 2019, at 12:00 p.m., in São Paulo City, São Paulo State, at BRF S.A.’s (“Company”) office located at Avenida das Nações Unidas 8501, 1st floor, Pinheiros, Zip Code 05425-000.
2.	Summons and Presence:Summons duly held pursuant to Article 21 of the Company’s Bylaws considering the presence of the totality of members of the Board of Directors: Mr. Pedro Pullen Parente (“Mr. Pedro Parente”), Mr. Augusto Marques da Cruz Filho (“Mr. Augusto Cruz”), Mr. Dan Ioschpe (“Mr. Dan Ioschpe”), Mrs. Flávia Buarque de Almeida (“Mrs. Flávia Almeida”), Mr. Walter Malieni Jr. (“Mr. Walter Malieni”), Mr. Francisco Petros Oliveira Lima Papathanasiadis (“Mr. Francisco Petros”), Mr. José Luiz Osório (“Mr. José Osório”), Mr. Luiz Fernando Furlan (“Mr. Luiz Furlan”), Mr. Roberto Antonio Mendes (“Mr. Roberto Mendes”) and Mr. Roberto Rodrigues (“Mr. Roberto Rodrigues”).
3.	Presiding Board:Chairman:Pedro Parente. Secretary: Carlos Eduardo de Castro Neves.
4.	Agenda: (i) Election of Global Chief Executive Officer.
5.	Resolutions: The members approved, by unanimous votes and with no restrictions, the drawing up of the present minutes in summary form. Once the agenda had been examined, the following matter was discussed and the following resolution was taken:

5.1.Election of Global Chief Executive Officer. The members of the Board of Directors, by unanimous votes of the present members, approved the election of Mr. Lorival Nogueira Luz Junior, Brazilian citizen, married, business administrator, bearer of Identity Card RG No. 22.580.434-7 (SSP/SP), enrolled at CPF/MF under No. 678.741.266-53, with address, including for the purposes of the provisions of §2 of Article 149 of Law 6,404/76, in the City of São Paulo, State of São Paulo, at Av. das Nações Unidas, 8501 – Pinheiros – São Paulo - SP – Zip Code 05425-070, to the position of Global Chief Executive Officer of the Company, with a term of office of two (2) years, in substitution of Mr. Pedro Pullen Parente.

Page 1 of 2

Minutes of the Ordinary Meeting of the Board of Directors of BRF S.A. held on March 28, 2019.

BRF S.A.

Publicly Held Company

CNPJ 01.838.723/0001-27

NIRE 42.300.034.240

CVM 1629-2

MINUTES OF THE ORDINARY MEETING OF THE BOARD OF DIRECTORS
HELD ON MARCH 28, 2019

The officer hereby elected shall take office on June 17, 2019, when Mr. Pedro Pullen Parente will leave the position that he has been accumulating since June 18, 2018, upon execution: (i) of the respective instrument of investiture to be drawn up in the appropriate book, pursuant to art. 149 of Law No. 6,404/76, as amended; (ii) the declaration referred to in Instruction No. 367 of May 29, 2002, issued by the Brazilian Securities and Exchange Commission; and (iii) the Instrument of Consent to the Novo Mercado Regulations of B3 S.A. - Brasil, Bolsa, Balcão.

The position of Global Chief Operating Officer (Global COO), currently occupied by Mr. Lorival Nogueira Luz Junior, will no longer exist.

6.	Documents Filed at the Company: The documents related to the agenda that supported the resolutions taken by the members of the Board of Directors or information presented during the meeting were filed at the Company’s head office.
7.	Closure: There being no other matters to be discussed, the Chairman declared the meeting closed, during which time the present minutes were drawn up in summary form by electronic processing and, having been read and found correct by all those present, were signed.

I certify that the above text is a faithful copy of the minutes which are filed in Book No. 6, page 100 and Book No. 7, pages 1 and 2, of the Minutes of the Ordinary and Extraordinary Meetings of the Company´s Board of Directors.

São Paulo, March 28, 2019.

Carlos Eduardo de Castro Neves

Secretary

Page 2 of 2

Minutes of the Ordinary Meeting of the Board of Directors of BRF S.A. held on March 28, 2019.