S-8 POS 1 vale20220303_s8.htm S-8

As filed with the Securities and Exchange Commission on March 3, 2022

Registration No. 333-223718

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

POST-EFFECTIVE AMENDMENT NO. 4

TO

FORM S-8

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

Vale S.A.

(Exact name of registrant as specified in its charter)

The Federative Republic of Brazil (State or other jurisdiction of incorporation or organization) | Not Applicable (I.R.S. Employer Identification No.)
Praia de Botafogo 186 — offices 701-1901 — Botafogo Rio de Janeiro, RJ, Brazil (Address of Principal Executive Offices) | 22250-145 (Zip Code)

Matching Program

2022 Cycle

(Full Title of the plan)

Vale Americas, LLC

140 E. Ridgewood Avenue, Suite 415

South Tower, Paramus, New Jersey 07652

(Name and address of agent for service)

(416) 687- 6041

(Telephone number, including area code, of agent for service)

with copies to:

Nicolas Grabar
Cleary, Gottlieb, Steen & Hamilton LLP
One Liberty Plaza
New York, NY 10006
(212) 225-2000

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer x |  |  | Accelerated filer o
Non-accelerated filer o |  |  | Smaller reporting company o Emerging growth company o

EXPLANATORY NOTE

This Post-Effective Amendment No. 4 relates to the Registration Statement on Form S-8 (File No. 333-223718) (the “Registration Statement”) of Vale S.A. (the “Registrant”), which was filed with the U.S. Securities and Exchange Commission on March 16, 2018. The Registration Statement registered 5,000,000 common shares of the Registrant’s stock (the “Shares”), to be offered pursuant to its Matching Program 2018 Cycle.

On April 2, 2019, the Registrant filed with the Securities and Exchange Commission a Post-Effective Amendment No. 1 to the Registration Statement No. 333-223718 in order to reflect the amended terms of an additional plan cycle, the Vale Matching Program 2019 Cycle.

On March 3, 2020, the Registrant filed with the Securities and Exchange Commission a Post-Effective Amendment No. 2 to the Registration Statement No. 333-223718 in order to reflect the amended terms of an additional plan cycle, the Vale Matching Program 2020 Cycle.

On March 3, 2021, the Registrant filed with the Securities and Exchange Commission a Post-Effective Amendment No. 3 to the Registration Statement No. 333-223718 in order to reflect the amended terms of additional plan cycles, the Vale Matching Program 2021 Cycle and Vale Matching Program 2020 Cycle for China.

The purpose of this Post-Effective Amendment No. 4 is to amend the Registration Statement to reflect the terms of additional plan cycle, the Matching Program 2022 Cycle (the “2022 Cycle”). This Post-Effective Amendment No. 4 to the Registration Statement No. 333-223718 supersedes the filing made on February 28, 2022.

Under the 2022 Cycle, as in prior cycles, Shares will be offered to certain eligible employees, subject to the satisfaction of applicable vesting conditions, in connection with those employees’ own purchase of Shares. No additional securities are being registered hereby.

Part II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 8. Exhibits.

The following exhibits are filed herewith or incorporated herein by reference:

Exhibit number |  | Document
4.7 |  | Vale Matching Program 2022 Cycle
24 |  | Power of Attorney (included on signature pages)

SIGNATURES

Pursuant to the requirements of the Securities Act, Vale certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Post-Effective Amendment No. 4 to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Rio de Janeiro, State of Rio de Janeiro, Brazil on February 25, 2022.

| VALE S.A.
| By: | /s/ Eduardo de Salles Bartolomeo
| Name: | Eduardo de Salles Bartolomeo
| Title: | Chief Executive Officer
| By: | /s/ Gustavo Duarte Pimenta
| Name: | Gustavo Duarte Pimenta
| Title: | Chief Financial Officer

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Mr. Eduardo de Salles Bartolomeo and Mr. Gustavo Duarte Pimenta, and each of them, his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him and in his name, place and stead, in capacities, to sign any and all amendments (including post-effective amendments) to this registration statement and all additional registration statements pursuant to Rule 462(b) of the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto, and all other documents in connection therewith, with the Securities and Exchange Commission, granting unto each said attorney-in-fact and agents full power and authority to do and perform each and every act in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or either of them or their or his substitute or substitutes may lawfully do or cause to be done by virtue hereof. This Power of Attorney may be executed in multiple counterparts, each of which shall be deemed an original, but which taken together shall constitute one instrument.

Pursuant to the requirements of the Securities Act of 1933, as amended, this Post-Effective Amendment No. 4 to the Registration Statement has been signed by the following persons in the capacities indicated below on February 25, 2022, in respect of Vale.

SIGNATURE |  | TITLE
/s/ Eduardo de Salles Bartolomeo |  |
Eduardo de Salles Bartolomeo |  | Chief Executive Officer
/s/ Gustavo Duarte Pimenta |  |
Gustavo Duarte Pimenta |  | Chief Financial Officer
Vale Americas, LLC |  | Authorized Representative of Vale S.A. in the United States
By: | /s/ Paul Casbar |  |
Paul Casbar |  |

José Luciano Duarte Penido |  | Chairman of the Board of Directors
/s/ Fernando Jorge Buso Gomes |  |
Fernando Jorge Buso Gomes |  | Vice-Chairman
/s/ Daniel André Stieler |  |
Daniel André Stieler |  | Director
Eduardo de Oliveira Rodrigues Filho |  | Director
/s/ Ken Yasuhara |  |
Ken Yasuhara |  | Director
/s/ Lucio Azevedo |  |
Lucio Azevedo |  | Director
/s/ Marcelo Gasparino da Silva |  |
Marcelo Gasparino da Silva |  | Director
Mauro Gentile Rodrigues da Cunha |  | Director
/s/ Murilo Cesar Lemos dos Santos Passos |  |
Murilo Cesar Lemos dos Santos Passos |  | Director
Manuel Lino Silva de Sousa Oliveira |  | Director

Rachel de Oliveira Maia |  | Director
/s/ Roberto da Cunha Castello Branco |  |
Roberto da Cunha Castello Branco |  | Director
Roger Allan Downey |  | Director

EXHIBIT INDEX

Exhibit number |  | Document
4.7 |  | Vale Matching Program 2022 Cycle
24 |  | Power of Attorney (included on signature pages)