6-K 1 vale20250224_6k3.htm 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

of the

Securities Exchange Act of 1934

For the month of

February 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 ¨

Press Release |

Vale announces the list of Board nominees for the 2025-2027 term

Rio de Janeiro, February 24, 2025 – The Board of Directors of Vale S.A. (“Vale” or “Company”) has reviewed and approved today the list of nominees prepared by the Nomination and Governance Committee for the 2025-2027 term of office, as set forth below. The nominees are subject to election at the Annual General Meeting, which is expected to be held on April 30, 2025, with the convening scheduled for March 17, 2025.

Name | Independence | Board of Directors or management positions in other listed companies
Daniel André Stieler | Non-independent | -
Fernando Jorge Buso Gomes | Non-independent | § CEO and Investor Relations Officer of Bradespar S.A.
João Luiz Fukunaga | Non-independent | § President of Previ
Shunji Komai | Non-independent | -
Heloísa Belotti Bedicks | Independent | § Member of the Board of Directors of Grupo Mapfre
Marcelo Gasparino da Silva | Independent | § Member of the Board of Directors of Banco do Brasil Member of the Board of Directors of Eletrobras
Manuel Lino Silva de Sousa Oliveira (Ollie) | Independent | -
Rachel de Oliveira Maia | Independent | § Member of the Board of Directors of Companhia Brasileira de Distribuição - Grupo Pão de Açúcar
Reinaldo Duarte Castanheira Filho | Independent | -
Anelise Quintão Lara | Independent | § Member of the Board of Directors of TotalEnergies § Member of the Board of Directors of Trident Energy § Member of the Advisory Board of Grupo Ultra
Franklin Lee Feder | Independent | § Member of the Board of Directors of Prumo § Member of the Board of Directors of CBA § Member of the Board of Directors of AES Brasil
Wilfred Theodoor Bruijn (Bill) | Independent | -

The nominees’ profiles are attached to this press release. The Board also approved the nomination of Mr. Daniel André Stieler and Mr. Marcelo Gasparino da Silva for the positions of Chairman and Vice-Chairman of the Board of Directors, respectively.

The proposed composition for Vale's Board of Directors for the 2025-2027 term includes 62% independent members1, an average age of 58 years, an average continuous tenure of 2.7 years, a 23% renewal rate compared to the 2023-2025 term2, 23% female participation, 31% non-white participation, and 31% non-Brazilian participation.

1 Considering 13 members, of which 1 member was elected by Vale employees in February 2025, and the other 12 members will be elected at the Annual General Meeting on April 30, 2025

2 Considering the current composition of the Board of Directors, with the election of 2 (two) members on November 14, 2024.

The Nomination and Governance Committee is an advisory body to the Board of Directors responsible for identifying, selecting, and recommending candidates for the Board. In this regard, the work performed by the Nomination and Governance Committee was supported by the international consultancy Korn Ferry and conducted in compliance with Vale's Bylaws and applicable policies, which consider the best global practices in corporate governance, in line with the B3 Novo Mercado Regulations and the applicable legislation. The final report is 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.

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: February 24, 2025 |  | Director of Investor Relations