Ultrapar Holdings Inc 6-K, filed Apr 17, 2025
Ultrapar Holdings Inc (UGP)
About this 6-K
Ultrapar Holdings Inc filed this 6-K on April 17, 2025.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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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 2025
Commission File Number: 001-14950
ULTRAPAR HOLDINGS INC.
(Translation of Registrant’s Name into English)
Brigadeiro Luis Antonio Avenue, 1343, 9th Floor
São Paulo, SP, Brazil 01317-910
(Address of Principal Executive Offices)
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 ____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):
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):
Yes ________ No ____X____
ULTRAPAR HOLDINGS INC.
TABLE OF CONTENTS
ULTRAPAR PARTICIPAÇÕES S.A.
BYLAWS
CHAPTER I
Name, Headquarters, Purpose and Term
Article 1. The Company is an authorized capital company (sociedade de capital autorizado). The name of the Company is ULTRAPAR PARTICIPAÇÕES S.A.
Sole Paragraph. The Company’s listing on the New Market (Novo Mercado) special segment of B3 S.A. – Brasil, Bolsa, Balcão (“B3”) subjects the Company, its shareholders including controlling shareholders, if applicable, its management and members of the Fiscal Council, if installed, to the Regulations of the New Market of B3 (“New Market Regulation”).
Article 2. The Company’s headquarters and jurisdiction are located in the City of São Paulo, State of São Paulo.
Article 3. The purpose of the Company is to invest its own capital in commerce, industry, agriculture and service provision, through the subscription or acquisition of shares or quotas of other companies, as well as the provision of the services usually provided by a holding company for businesses management.
Article 4. The Company is organized for an indefinite term.
CHAPTER II
Capital Stock and Shares
Article 5. The subscribed and paid-in capital stock is R$ 7,987,099,839.90 (seven billion, nine hundred and eighty-seven million, ninety-nine thousand, eight hundred and thirty-nine Reais and ninety cents) represented by one
ULTRAPAR PARTICIPAÇÕES S.A.
Publicly Traded Company
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CNPJ nº 33.256.439/0001-39 |
NIRE 35.300.109.724 |
MINUTES OF THE MEETING OF THE BOARD OF DIRECTORS
Date, Hour and Place:
April 16, 2025, at 4:00 p.m., at the Company’s headquarters, located at Brigadeiro Luís Antônio Avenue, Nr. 1,343, 9th floor, in the City of and State of
São Paulo, also contemplating participation through Microsoft Teams.
Members in Attendance:
(i) Members of the Board of Directors undersigned; and (ii) the Secretary of the Board of Directors, Ms. Denize Sampaio Bicudo.
Matters discussed and resolutions:
1. Approval of the election, as provided for in Article 22 of the Company’s Bylaws, of Mr. MARCOS MARINHO LUTZ to occupy the position of Chairman of the Board of Directors and of Mr. JORGE MARQUES DE TOLEDO CAMARGO for the position of Vice-Chairman of said body, which will act as leader of the independent directors and will be responsible for coordinating sessions among the independent directors
2. Approval of the election of Mr. Jorge Marques de Toledo Camargo, Ms. Vânia Maria Lima Neves e Mr. José Mauricio Pereira Coelho (who will act as the Committee coordinator), to compose the Audit and Risks Committee, with a mandate coinciding with the mandate of the Board of Directors established during the Annual and Extraordinary General Shareholders’ held on April 16 2025 (“Meeting”)
3. Approval of the election of Mrs. Fabio Venturelli, Peter Paul Lorenço Estermann and Marcelo Faria de Lima (who will act as the Committee coordinator) to compose the Investment Committee, with a mandate coinciding with the mandate of the Board of Directors established during the Meeting.
4. Approval of the election of Mrs. Francisco de Sá Neto, Marcos Marinho Lutz e Flávia Buarque de Almeida (who will act as the Committee coordinator) to compose the People and Sustainability Committee, with a mandate coinciding with the mandate of the Board of Directors established during the Meeting.
5. In addition to the election of Mr. Rodrigo de Almeida Pizzinatto and Alexandre Mendes Palhares deliberated by the Board of Directors on December 11, 2024 and considering the end of the term of office of the other Executive Officers of the Company, the members of the Board decide, under the terms of article 27, item “b” of the Company’s Bylaws, to approve the election of the persons qualified below to hold the positions of Executive Officers of the Company, with a mandate until the 2027 Annual General Shareholders’ Meeting, which will examine the documents referred to in art. 133 of Law No. 6,404/76, referring to the year ended December 31, 2026:
As Executive Officers:
- BERNARDO SACIC, Brazilian, divorced, engineer, Identity Card RG No. 08068179-4 – Detran/RJ and CPF/MF registration No. 030.334.187-40;
- MANUELLA CARVALHO CAMPOS DE OLIVEIRA, Brazilian, single, economist, Identity Card RG No. 010.898.373-5 - SSP/RJ and CPF/MF registration No. 056.298.157-84; e
- MARINA GUIMARÃES MOREIRA MASCARENHAS, Brazilian, married, lawyer, Identity Card RG No. 21.556.757-9 - Detran-RJ CPF/MF registration No. 118.922.567-03.
6. Considering the above resolution, the members of the Board ratify the composition of the Board of Directors:
As Chief Executive Officer:
Rodrigo de Almeida Pizzinatto
As Chief Financial and Investor Relations Officer:
Alexandre Mendes Palhares
As Executive Officers:
Bernardo Sacic
Manuella Carvalho Campos de Oliveira
Marina Guimarães Moreira Mascarenhas
7. Members of the Board of Directors recognize and thank Mr. Marcos Marinho Lutz for his important contributions until today and are certain that his performance in the Company in this new cycle will continue to be focused on generating value for our shareholders, customers, employees and businesses. They also highlight his fundamental role in rescuing the entrepreneurial spirit, an important attribute of the Group's essence, in addition to enhancing the Company's culture of safety and operational excellence.
Notes: (i) The resolutions were passed, with no amendments or reservations, by all the members of the Board of Directors; (ii) all Officers have their professional address at Brigadeiro Luís Antônio Avenue, Nr. 1,343, 8th floor, in the City of and State of São Paulo (Postal Code 01317-910); and (iii) the members of the Advisory Committees of the Board of Directors and the Officers hereby elected take office on this date, by signing the respective terms of investiture, and, upon previous consultation, declared that: (a) they are not involved in any offense that prevents them from exercising the activities required by the position for which they were assigned; (b) they do not hold positions in companies that can be regarded as market competitors to the Company and (c) they have no conflicting interest with the Company, in accordance with Article 147 of Law No. 6,404/76.
There being no further matters to discuss, the meeting was concluded, and these minutes were written, read, passed, and signed by all Directors present.
Marcos Marinho Lutz – Chairman
Jorge Marques de Toledo Camargo – Vice-Chairman
Fabio Venturelli
Flávia Buarque de Almeida
Francisco de Sá Neto
José Mauricio Pereira Coelho
Marcelo Faria de Lima
Peter Paul Lorenço Estermann
Vânia Maria Lima Neves
Denize Sampaio Bicudo - Secretary of the Board of Directors
ULTRAPAR PARTICIPAÇÕES S.A.
Updates on Ultrapar's succession plan
São Paulo, April 16, 2025 – Ultrapar Participações S.A. ("Company" or "Ultrapar"), in compliance with CVM Resolution No. 44/21 and in addition to the material notice of September 22, 2021, February 15, 2023 and December 16, 2024, informs that, considering the election of the members of the Board of Directors at the Company's ordinary shareholders' meeting, Mr. Marcos Lutz became Chairman of the Board of Directors of Ultrapar on that date, and then held the position of Executive Chairman, in addition to holding the position of Chairman of the Board of Ultrapar's main businesses (Ipiranga, Ultragaz, Ultracargo and Hidrovias).
In this sense, in view of the conclusion of the transition process, Mr. Rodrigo de Almeida Pizzinatto assumes the position of Chief Executive Officer of Ultrapar on this date.
The conclusion of the transition process with the election of Pizzinatto to the position of Chief Executive Officer of Ultrapar and the permanence of Lutz in the leadership of the boards and as a relevant shareholder reinforce our strategic pillar of ensuring the density of talents aligned with our long-term vision culture, in addition to ensuring the continuity of the Company's value generation plan and the consolidation of Ultrapar as a long-term capital allocator.
In addition, the Board of Directors ratified on this date the appointment of Mr. Alexandre Mendes Palhares as Chief Financial and Investor Relations Officer, and elected the new composition of the Company's Executive Board, according to the Company's governance and business design disclosed at the annual investor event on September 6, 2024.
The members of the Board of Directors recognize and thank Mr. Marcos Marinho Lutz for his important contributions so far, certain that his performance in the Company in this new cycle will continue to be focused on generating value for our shareholders, customers, employees and business. They also highlight its fundamental role in rescuing the entrepreneurial spirit, an important attribute of the Group's essence, in addition to enhancing the Company's culture of safety and operational excellence.
Alexandre Mendes Palhares
Chief Financial and Investor Relations Officer
Ultrapar Participações S.A.
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 16, 2025
| ULTRAPAR HOLDING INC. | |
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By: /s/ Alexandre Mendes Palhares |
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Name: Alexandre Mendes Palhares |
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Title: Chief Financial and Investor Relations Officer |
(Minutes of the Annual and Extraordinary General Shareholders’ Meeting Held on April 16, 2025; Bylaws of Ultrapar; Minutes of the Meeting of the Board of Directors of Ultrapar;Market Announcement)