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 2020
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 ¨
(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))
(Check One) 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))
(Check
One) Yes ¨ No x
(Indicate by check mark whether the registrant by furnishing
the information contained in this Form is also thereby furnishing information to the Commission pursuant to Rule 12g3-2(b) under
the Securities Exchange Act of 1934.)
(Check One) Yes ¨ No x
(If “Yes” is marked, indicate below the file number
assigned to the registrant in connection with Rule 12g3-2(b). 82- .)
Vale informs on holding
its Meetings of 04/30/2020 exclusively by digital means
Rio de Janeiro, April 24th,
2020 - Vale S.A. (“Vale or Company”), following the Notice to Shareholders published on 03/30/2020 and 04/15/2020 (“Notices
to Shareholders”), informs that, due to the coronavirus pandemic (Covid-19) and pursuant to CVM Instruction No. 622/2020,
the Company's Ordinary and Extraordinary Meetings of Shareholders (“AGM/E”) will be held, cumulatively, on 04/30/2020,
at 10 am, exclusively by digital means. The Company also informs on the flexibility of the date for sending the distant
voting ballot (“BVD”) directly to Vale.
Flexibilization of the deadline for
sending the BVD directly to the Company
In order to encourage the Company’s
shareholders to participate through the remittance of the BVD, the Company will grant, exceptionally for this AGM / E, a more beneficial
deadline for submitting the BVD directly to the Company, pursuant to § 2 of art. 21-B of CVM Instruction 481/2009, as amended
(“ICVM 481”), of until April 28, 2020, regardless of the deadline initially informed in the Call Notice, Proxy
Statement, Management Proposal, and in the BVDs themselves.
In addition, the Company reiterates that,
as described in the BVDs, the need to receive the physical copy of the voting ballot is waived, and it is accepted the electronic
versions of such documents via the e-mail vale.ri@vale.com.
Accreditation for remote participation
To this end, Vale will provide the Webex
digital platform for shareholders to participate and/or vote remotely in the AGM/E, without prejudice to the use of the distant
voting ballot as a means of exercising the right to vote.
It should be noted that holders of ADSs
participate and vote in meetings only and exclusively through their representative, Citibank N.A. (Citibank), as a depositary financial
institution, observing the terms and procedures established in the “Depositary Agreement” signed with Vale.
To participate and vote in the AGM/E, shareholders
must observe all the procedures described below.
Shareholders may request a link to access
the AGM/E through the form available at www.vale.com/agoe2020. Given the change to an exclusively digital meeting, the
Company has extended the deadline and the request may be submitted until April 28th, 2020. It must be accompanied by
the documents required for participation, as detailed in the Call Notice, Participation Manual, Management Proposal, Notices to
Shareholders and in this press release. Access via Webex will be restricted to shareholders or their representatives or attorneys,
as the case may be, accredited under the terms of this press release (“Accredited Shareholders”). The Company reinforces
that shareholders who do not submit the request and the necessary participation documents within the period required herein will
not be able to participate in the AGM/E.
Individual invitations for virtual access
will be sent to the email addresses indicated on the form, with only one individual invitation sent to each Accredited Shareholder.
Accredited Shareholders commit to: (i)
use the individual invitations solely and exclusively for the remote participation in the AGM/E, (ii) not transfer or disclose,
in whole or in part, the individual invitations to any third party, shareholder or non-shareholder, as the invitation is non-transferable,
and (iii) not record or reproduce, in whole or in part, nor transfer, to any third party, shareholder or non-shareholder, the content
or any information transmitted by virtual means during the AGM/E.
If a specific Accredited Shareholder does
not receive an individual invitation for virtual access to the AGM/E up to 12 (twelve) hours before the start time of the AGM/E,
they should contact Vale’s Investor Relations Department, through e -mail vale.ri@vale.com, up to 4 (four) hours
in advance of the AGM/E start time.
Participation and / or Voting through
the Digital Platform
At the beginning of the AGM/E, the Accredited
Shareholders (“Present Shareholders”) present must express their choice: (i) to simply participate in the AGM/E, whether
or not having sent a BVD; or (ii) to participate and vote in the AGM/E, being certain that, if they have submitted their voting
manifestations through the BVD, when choosing this form of participation, their voting instructions received through the BVD will
be disregarded by the Company.
We emphasize that the Webex platform meets
the requirements set forth in Art. 21-C, § 1 of CVM Instruction 481, namely: (i) the possibility of manifestation and simultaneous
access to documents presented during the AGM/E that have not been made available previously; (ii) the full recording, by the Company,
of the AGM/E; and (iii) the possibility of communication between the shareholders present through the Chat option on the
platform.
The Present Shareholders hereby authorize
the Company to use any information contained in the recording of the AGM/E to: (i) register the possibility of manifesting and
viewing the documents presented during the AGM/E; (ii) register the authenticity and security of communications during the AGM/E;
(iii) register the attendance and votes cast by the Present Shareholders; (iv) comply with legal order of competent authorities;
and (v) defend the Company, its managers and contracted third parties, in any judicial, arbitration, regulatory or administrative
sphere.
During the AGM/E, the Present Shareholders
must keep their microphone muted and their cameras turned off, in order to avoid instability in the connection and improve the
sound quality.
After the presentation of each deliberation
included in the AGM/E Agenda, the Present Shareholder who wishes to speak must use the Questions and Answers option within
the Webex platform to register such request, so that, in the order in which they are received, the floor will be given to such
Accredited Shareholder, enabling their audio. In order to maintain the good performance of the AGM/E, a maximum time can be established
for the manifestation of each shareholder present.
In addition, Vale also ensures that any
written statements from any Present Shareholder, sent to the AGM/E desk until the end of the AGM/E and to the email vale.ri@vale.com
will be attached to the minutes, if expressly requested.
The Present Shareholder who wants to speak
to make a statement on any matter not related to the AGM/E agenda must use the usual channels of contact with the Company, through
the Investor Relations Department.
Vale is not responsible for connection
issues that the Accredited Shareholders may face and other situations that are not under the Company’s control, such as instability
in the internet connection or incompatibility of the equipment of the Accredited Shareholder with the Webex platform.
The Company recommends that Accredited
Shareholders: (i) carry out tests and become familiarized with the Webex tool in advance to avoid incompatibility of their electronic
equipment with the platform and other issues with its use on the AGM/E day; and (ii) access the digital Webex platform at least
30 minutes before the start of the AGM/E in order to avoid potential operational problems.
In addition to the possibility of participating
through the computer, the Webex platform is also available, via app, for Apple and Android phones, requiring the download of the
application.
In order to assist the Accredited Shareholders,
Vale will provide remote technical support and a guide with basic instructions for accessing the AGM/E through the platform. To
access the guide (Portuguese only), click here.
Present Shareholders who participate via
Webex will be considered present at the AGM/E, and sign the respective minutes and attendance book, pursuant to Article 21-V, paragraph
1 of CVM Instruction 481.
Queries or clarifications on the issues
above may be addressed or obtained, as the case may be, by contacting the Investor Relations Department, by email to vale.ri@vale.com.
Ever since the Covid-19 outbreak began,
our highest priority is the health and safety of our employees. Our IR team adopted work-from-home, and as we continue to face
these new circumstances, we strongly recommend you prioritize e-mail and online engagement.
For further information, please contact:
Vale.RI@vale.com
Ivan Fadel: ivan.fadel@vale.com
Andre Werner: andre.werner@vale.com
Mariana Rocha: mariana.rocha@vale.com
Samir Bassil: samir.bassil@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.
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.
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Vale S.A.
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(Registrant)
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By:
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/s/ André Figueiredo
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Date: April 24, 2020
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Director of Investor Relations
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