Suzano S.A 6-K/A, filed May 9, 2023
Suzano S.A. (SUZ)
About this 6-K/A
Suzano S.A filed this 6-K/A on May 9, 2023.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 6-K/A
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934
For the month of May, 2023.
Commission File Number 001-38755
Suzano S.A.
(Exact name of registrant as specified in its charter)
SUZANO INC.
(Translation of Registrant’s Name into English)
Av. Professor Magalhaes Neto, 1,752
10th Floor, Rooms 1010 and 1011
Salvador, Brazil 41 810-012
(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.
Form 20-F ☒ 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): ☐
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): ☐
Explanatory Note: The Company is resubmitting this Form 6-K/A to amend the original submission dated April 27, 2023, regarding Minutes of the Board (Exhibit 99.1 – Minutes of the Board).
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SIGNATURE
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: May 9, 2023
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| SUZANO S.A. |
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| By: | /s/ Marcelo Feriozzi Bacci |
| Name: | Marcelo Feriozzi Bacci |
| Title: | Chief Financial and Investor Relations Officer |
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Exhibit 99.1
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SUZANO S.A.
Publicly Held Company with Authorized Capital
CNPJ/ME No. 16.404.287/0001-55
NIRE No. 29.300.016.331
EXCERPT FROM THE MINUTES OF THE BOARD OF DIRECTORS ORDINARY MEETING
HELD ON APRIL 27, 2023
| 7. | Presentation, discussions on the agenda, and resolutions: |
(Continuation of the Minutes of the Board of Directors’ Ordinary Meeting of Suzano S.A., held on April 27, 2023)
| (i) | as Chief Executive Officer, Mr. WALTER SCHALKA, Brazilian, married, engineer, enrolled with CPF/ME under No. 060.533.238-02 and holder of Identity Card RG No. 6.567.956-8 SSP/SP; |
| (ii) | as Executive Officer – Pulp Operations, Mr. AIRES GALHARDO, Brazilian, married, business manager, enrolled with CPF/ME under No. 249.860.458-81 and holder of Identity Card RG No. 24.854.223-0 SSP/SP; |
| (iii) | as Executive Officer – Forestry and Procurement, Mr. CARLOS ANÍBAL FERNANDES DE ALMEIDA JUNIOR, Brazilian, married, engineer, enrolled with CPF/ME under No. 910.169.166-04 and holder of Identity Card RG No. M-4.379.898 SSP/MG; |
| (iv) | as Executive Officer – New Business, Strategy, IT and Digital, Mr. CHRISTIAN ORGLMEISTER, Brazilian, married, engineer, enrolled with CPF/ME under No. 165.972.718-90 and holder of Identity Card RG No. 15.528.591-9 SSP/SP; |
| (v) | as Executive Officer – Sustainability, Research and Innovation, Mr. FERNANDO DE LELLIS GARCIA BERTOLUCCI, Brazilian, married, engineer, enrolled with CPF/ME under No. 563.952.646-72 and holder of Identity Card RG No. M341408 SSP/MG; and |
| (vi) | as Executive Officer – Commercial Pulp and Logistics, Mr. LEONARDO BARRETTO DE ARAUJO GRIMALDI, Brazilian, married, business manager, enrolled with CPF/ME under No. 650.128.445-72 and holder of Identity Card RG No. 337.977.07 SSP/SP; |
| (vii) | as Executive Officer – Finance and Investor Relations, Mr. MARCELO FERIOZZI BACCI, Brazilian, divorced, business manager, enrolled with CPF/ME under No. 165.903.168-05 and holder of Identity Card RG No. 18.153.504-0 SSP/SP. |
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(Continuation of the Minutes of the Board of Directors’ Ordinary Meeting of Suzano S.A., held on April 27, 2023)
Note that, due to the approval of the resolution indicated above, the Company’s Statutory Board of Officers will be comprised as follows: (i) Mr. WALTER SCHALKA, as Chief Executive Officer; (ii) Mr. AIRES GALHARDO, as Executive Officer – Pulp Operations; (iii) Mr. CARLOS ANÍBAL FERNANDES DE ALMEIDA JÚNIOR, as Executive Officer – Forestry and Procurement; (iv) Mr. CHRISTIAN ORGLMEISTER, as Executive Officer – New Business, Strategy, IT and Digital; (v) Mr. FERNANDO DE LELLIS GARCIA BERTOLUCCI, as Executive Officer – Sustainability, Research, and Innovation; (vi) Mr. LEONARDO BARRETTO DE ARAUJO GRIMALDI, as Executive Officer – Commercial Pulp, and Logistics; and (vii) Mr. MARCELO FERIOZZI BACCI, as Executive Officer – Finance and Investor Relations. The elected members (i) are residents and domiciled in the City of São Paulo, State of São Paulo, with a business address at Avenida Brigadeiro Faria Lima, 1355, 7th floor, Pinheiros, ZIP Code 01.452-919, (ii) will take office on April 27, 2022, upon signature of their respective Instrument of Investiture and compliance with the arbitration clause referred to in article 40 of the Novo Mercado Regulations, and (iii) they are not subject to any of the impediments provided by law.
| (i) | As Executive Officer - People and Management, SSQVF, Communication, and Brand, Mrs. CAROLINE CARPENEDO, Brazilian, enrolled with CPF/MF under No. 002.011.470-25; |
| (ii) | as Executive Officer – Paper and Packaging, Mr. FABIO ALMEIDA DE OLIVEIRA, Brazilian, enrolled with CPF/ME under No. 138.815.728-48; |
| (iii) | as Executive Officer – Consumer Goods and Corporate Affairs, Mr. LUIS RENATO COSTA BUENO, Brazilian, enrolled with CPF/ME under No. 922.321.326-68; |
| (iv) | as Executive Officer – China, Mr. PABLO FRANCISCO GIMENEZ MACHADO, Brazilian, enrolled with CPF/ME under No. 271.385.948-44; |
7.1.5.1. The Directors approved, unanimously and without reservations, the changes in the composition of the members of the Statutory Audit Committee, with regular composition due to the dismissal of Mrs. Adriana Caetano and Mr. Rodrigo Kede de Freitas Lima, and will be comprised with the members indicated below, all with the specified term of office of two (2) years, until the first meeting of the Board of Directors to be held after the Company’s Ordinary General Meeting that resolves on the accounts referring to the fiscal year ending on December 31, 2023:
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(Continuation of the Minutes of the Board of Directors’ Ordinary Meeting of Suzano S.A., held on April 27, 2023)
Members | Title |
Ana Paula Pessoa | Coordinator |
Carlos Biedermann | Financial Specialist |
Marcelo Moses de Oliveira Lyrio | Member |
Paulo Rogerio Caffarelli | Risk Specialist |
7.1.5.2. The Directors approved, unanimously and without reservations, the changes in the composition of the members of the Management and Finance Committee, with the dismissal of Mr. Fabio Coelho, and will be comprised with the members indicated below, all with the specified term of office of two (2) years, until the first meeting of the Board of Directors to be held after the Company’s Ordinary General Meeting that resolves on the accounts referring to the fiscal year ending on December 31, 2023:
Members | Titles |
David Feffer | Coordinator |
Nildemar Secches | Member |
Walter Schalka | Member |
Marcelo Strufaldi Castelli | Member |
Rodrigo Calvo Galindo | Member |
Gabriela Feffer Moll | Member |
Paulo Sergio Kakinoff | Member |
7.1.5.3. The Directors approved, unanimously and without reservations, the changes in the composition of the members of the Strategy and Innovation Committee with (a) dismissal of Mr. Fabio Coelho and Mrs. Maria Priscila Rodini Vansetti Machado; (b) appointment of Mr. David Feffer, as coordinator. With the aforementioned changes, the Committee will be comprised of the members indicated below, all with the specified term of office of two (2) years, until the first meeting of the Board of Directors to be held after the Company’s Ordinary General Meeting that resolves on the accounts referring to the fiscal year ending on December 31, 2023:
Titles | |
David Feffer | Coordinator |
Nildemar Secches | Member |
Marcelo Strufaldi Castelli | Member |
Rodrigo Calvo Galindo | Member |
Gabriela Feffer Moll | Member |
Marcelo Moses de Oliveira Lyrio | Member |
Paulo Sergio Kakinoff | Member |
7.1.5.4. The Directors approved, unanimously and without reservations, the changes in the composition of the members of the People Committee, with the dismissal of Mr. Fabio Coelho, and will be comprised with the members indicated below, all with the specified term of office of two (2) years, until the first meeting of the Board of Directors to be held after the Company’s
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(Continuation of the Minutes of the Board of Directors’ Ordinary Meeting of Suzano S.A., held on April 27, 2023)
Ordinary General Meeting that resolves on the accounts referring to the fiscal year ending on December 31, 2023:
Members | Titles |
Nildemar Secches | Coordinator |
David Feffer | Member |
Gabriela Feffer Moll | Member |
Marcelo Strufaldi Castelli | Member |
Paulo Sergio Kakinoff | Member |
Rodrigo Calvo Galindo | Member |
Walter Schalka | Member |
7.1.5.5. The Directors approved, unanimously and without reservations, the changes in the composition of the members of the Sustainability Committee, with the dismissal of Mrs. Maria Priscila Rodini Vansetti Machado, as coordinator of the Committee, which will be comprised of the members indicated below, all with the specified term of office of two (2) years, until the first meeting of the Board of Directors to be held after the Company’s Ordinary General Meeting that resolves on the accounts referring to the fiscal year ending on December 31, 2023:
Members | Titles |
Maria Priscila Rodini Vansetti Machado | Coordinator |
Clarissa De Araújo Lins | Member |
Daniel Feffer | Member |
David Feffer | Member |
Gabriela Feffer Moll | Member |
Fabio Colletti Barbosa | Member |
Haakon Lorentzen | Member |
Philippe Marie Joseph Joubert | Member |
Ronaldo Iabrudi Dos Santos Pereira | Member |
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(Continuation of the Minutes of the Board of Directors’ Ordinary Meeting of Suzano S.A., held on April 27, 2023)
I certify that this is an extract of the minutes of the Board of Directors Ordinary Meeting of Suzano S.A. held on the date hereof, and the foregoing resolutions reflect the decisions passed by the Board of Directors.
São Paulo, SP, April 27, 2023.
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