Ultrapar Holdings Inc 6-K, filed Sep 18, 2025
Ultrapar Holdings Inc (UGP)
About this 6-K
Ultrapar Holdings Inc filed this 6-K on September 18, 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 September 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
ITEM
- Minutes of the Meeting of the Board of Directors of Ultrapar Participações S.A., held on September 17, 2025
- Internal Bylaws of the Board of Directors
- Corporate Risk Management Policy
(Meeting of the Minutes of the Board of Directors’ Meeting, held on September 17, 2025)
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:
September 17, 2025, at 10:00 a.m., at the Company’s headquarters, located at Brigadeiro Luís Antônio Avenue, Nr. 1,343, 9th floor, in the City and State of São Paulo, also contemplating participation through Microsoft Teams.
Members in attendance:
(i) Members of the Board of Directors undersigned; (ii) the Secretary of the Board of Directors, Ms. Denize Sampaio Bicudo; and (iii) Chief Executive Officer, Mr. Rodrigo de Almeida Pizzinatto.
Matter discussed and resolution:
- After analysis and discussion, the Board Members approved (i) the new wording of the Board of Directors’ Internal Bylaws, which formalizes, among other adjustments, the possibility of appointment, by the Board of Directors itself, of the lead independent director in the event that the Chairman of the Board of Directors is a non-independent director; and (ii) the proposed amendment to the Corporate Risk Management Policy, as submitted by the Executive Board and recommended by the Audit and Risk Committee.
Notes:
The resolutions were approved, with no amendments or qualifications, by all Board members.
There being no further matters to discuss, the meeting was concluded, and these minutes were written, read, passed, and signed by all the Board members present.
MARCOS MARINHO LUTZ – Chairman
JORGE MARQUES DE TOLEDO CAMARGO – Vice-Chairman
FRANCISCO DE SÁ NETO
FABIO VENTURELLI
FLÁVIA BUARQUE DE ALMEIDA
JOSÉ MAURICIO PEREIRA COELHO
MARCELO FARIA DE LIMA
PETER PAUL LORENÇO ESTERMANN
VÂNIA MARIA LIMA NEVES
DENIZE SAMPAIO BICUDO – Secretary of the Meeting
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Board of Director's Internal Bylaws |
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CHAPTER I
Purpose of the Internal Bylaws
Article 1. This Internal Bylaws (“Internal Bylaws”) regulates the activities of the Board of Directors, as well as the relationship between the Board of Directors and the other management bodies, pursuant to the Bylaws provisions (“Bylaws”) of Ultrapar Participações S.A. (“Ultrapar” or “Company”) and any shareholders’ agreements eventually filed at the Company’s headquarters.
CHAPTER II
Scope of Work and Objectives
Article 2. The Board of Directors must establish the general guidance of Ultrapar and its businesses, aiming at:
a)promoting and observing the business purpose of Ultrapar, with a long-term vision and discipline in capital allocation, always seeking value creation for the Company;
b)ensuring the Company’s values, principles and purpose, as well as maintaining the transparency in the Company’s relationship with all stakeholders;
c)ensuring the interests of shareholders, considering other stakeholders;
d)ensuring the Company’s perpetuity, within a long-term and sustainability perspective, considering economic, social, environmental and good corporate governance aspects;
e)the adoption by the Company of an agile management structure with professionals of excellence and unblemished reputation;
f)periodically developing, approving, and revising corporate governance, policies and management guidelines of the Company and their respective unfolding in its subsidiaries;
g)preventing conflicts of interest situations and managing divergence of opinions, so that the Company's interest always prevails; and
h)ensuring the reliability of financial and strategic information, assessing the acceptable risk level in business conduct, and evaluating the effectiveness of the internal control system.
CHAPTER III
Board of Director’s Authority
Article 3. In addition to the responsibilities of the Board of Directors set forth in the Company’s Bylaws, the Board shall be responsible for defining the composition of the statutory committees of the Board, as well as their respective coordinators, in compliance with the legal, the Bylaws and this Internal Bylaws provisions.
CHAPTER IV
Composition and Term of Office
Article 4. The Board of Directors shall be composed of the number of members and term as defined in the Company’s Bylaws.
Paragraph 1. The independent directors must immediately inform the Chairman of the Board of any circumstances that may compromise their independence in accordance with the requirements established in the B3 S.A. – Bolsa, Brasil, Balcão New Market Regulation (“New Market Regulation”), including so that the Chairman can evaluate the need to replace the director in order to comply with the minimum percentage/minimum amount of independent directors set forth in the Company’s Bylaws, which shall comply with the provisions of the New Market Regulation.
Paragraph 2. Without prejudice to the provisions of Paragraph 1 of this Article, the Directors must keep the Board of Directors duly informed about any positions they hold on boards of directors of the Company’s subsidiaries or in other publicly held companies, and must report to the body any changes or new appointments at the first meeting following their occurrence.
| Board of Director's Internal Bylaws | |
CHAPTER V
Board of Directors’ Duties
Article 5. The duties of each Board’s Director, in addition to those set forth in the Bylaws, applicable legislation and rules, are:
a)to attend the Board of Directors’ meetings previously prepared, including the verification of the available documents, on an active and diligent basis, to ensure depth and quality in the decision-making process;
b)to keep confidentiality to any and all information of the Company to which they have access due to the exercise of their position, as well as require the same confidential treatment from professionals who provide them with advice, using such information only for the exercise of its duties as Director;
c)except with prior and specific approval of the Board, to refrain from intervening, alone or jointly with a third party, in any business: (1) with the Company, its subsidiaries and affiliates, or its controlling shareholder (if any) , and (2) between, on one side, the Company and, on the other side, subsidiaries or affiliates of the controllers or the controlling shareholder (if any), or other companies which are members of the same de jure or in fact group of these subsidiaries or affiliates, controllers or controlling shareholder (if any);
d)to refrain from accessing information, participating in resolutions and discussions of the Board of Directors or of any management bodies, vote or, in any manner, intervene in the matter in which they are directly or indirectly in conflict with the Company’s interests, as provided for by law ; and
e)to ensure that good corporate governance practices are adopted by the Company.
CHAPTER VI
Chairman of the Board of Directors
Article 6. The Chairman of the Board of Directors has the following responsibilities, without prejudice to others conferred by the Company’s Bylaws and applicable legislation:
a)to propose to the Board the annual calendar with the dates of ordinary meetings, which shall not be less than 6 nor more than 12, without prejudice to extraordinary meetings;
b)to ensure the effectiveness and good performance of the Board of Directors;
c)to organize and coordinate the agenda of meetings of the body and ensure that the Directors receive adequate and timely information of the items on the agenda of the meetings;
d)to organize, together with the Chief Executive Officer, upon the election of a new member of the Board, an integration program for the new Director;
e)to monitor the Company’s activities, interacting with the managers and with the business on relevant topics, always acting on behalf of the Board of Director and ensuring the implementation of the strategic direction approved by the Board of Directors; and
f)to ensure faithful compliance with this Internal Bylaws.
| Board of Director's Internal Bylaws | |
CHAPTER VII
Leadership of Independent Directors
Article 7. In the event that the Chairman of the Board of Directors is a non-independent director, the independent members may designate a leader of the independent directors to support the Chairman of the Board in all matters as a neutral element, ensuring that the body reflects the vision of the independent directors.
Article 8. The director appointed as leader of the independents shall:
(a) assist the Chairman of the Board of Directors in formulating the agendas and calendars of the body’s meetings, based on the collection of perceptions from other members, shareholders, and other stakeholders; and
(b) act, together with the Chairman and/or other directors, when the Board of Directors or the Company goes through an atypical stress period due to relevant issues involving the Board of Directors or its members.
CHAPTER VIII
Board of Directors’ Functioning Rules
Article 9. The Board of Directors shall meet in accordance with the rules set forth in the Company’s Bylaws and this Internal Bylaws, whenever meetings are convened by its Chairman or by any 2 directors.
Paragraph 1. The meetings of the Board of Directors shall be called in writing, by e-mail or other means that allow proof of receipt of the call notice by the recipient, and must contain, in addition to the place, date and time of the meeting, the agenda.
Paragraph 2. The meetings of the Board of Directors shall be called at least 3 days in advance. Regardless of the formalities observed in calling the meeting, a meeting shall be deemed to be duly called if attended by all the members of the Board of Directors.
Paragraph 3. To ensure equality of information among all directors, documents and information provided to one member must be equally made available to all other members of the Board of Directors, through the governance portal adopted by the Company.
Paragraph 4. In case of urgency, the Chairman of the Board of Directors (or a third party he or she may appoint) may call a meeting of the Board of Directors with a short notice than that provided in Paragraph 2 of this article, provided that in this case the meeting will only be installed with the presence of at least 2/3 of the elected.
Paragraph 5. The directors may attend the meetings of the Board of Directors by any other means of communication that allows the identification of the director and simultaneous communication with all other persons present at the meeting. In this case, directors shall be considered present at the meeting and must sign the corresponding minutes.
Article 10. The meetings of the Board of Directors shall preferably be held at the Company’s headquarter and, except as provided in Article 9, Paragraph 4 above, shall be installed with the presence of the majority of the directors, one of whom must be the Chairman or Vice-Chairman and the deliberations shall be taken by majority vote, and the Chairman, or in their absence, the Vice-Chairman, in addition to their vote, shall issue the tie-breaker.
Sole paragraph. In case of absence or temporary impediment of the Chairman of the Board of Directors, their duties will be exercised, on a temporary basis, by the Vice-Chairman or another member of the Board of Directors nominated by the Chairman.
Article 11. The minutes of the meetings of the Board of Directors must be summarized and recorded clearly, recording all decisions taken, abstention of votes, conflicts of interest, dissenting votes (if so requested), and must be signed by all attendees. Whenever they contain deliberations intended to produce effects before third parties, their summary shall be filed at the Board of Trade and published.
| Board of Director's Internal Bylaws | |
Article 12. Whenever necessary, the Chairman of the Board, on their own initiative or at the request of any director, may convene directors, officers or employees of the Company, as well as any persons who may contribute to the discussion, to attend meetings and provide clarifications or information on the matters to be discussed.
Article 13. The Board of Directors shall adopt, as a practice, at the end of all ordinary meetings of the body, the holding of an executive session, without the presence of Company executives.
Article 14. The Board shall conduct at least once per mandate an assessment of the Board, its members, and the statutory advisory committees in accordance with the assessment procedures structured by the Company.
Article 15. Whenever there are Shareholders’ Meeting for election of managers, the Board shall include, in the respective management proposal, its opinion including: (i) confirmation regarding the adherence of each candidate for the position of member of the Board of Directors to the Policy of Nomination and Assessment of the Company Managers; and (ii) the reasons, considering the provisions of the New Market Regulation and the declaration of independence submitted by the applicant, by which the qualification of each applicant as independent director is verified.
Article 16. The Board of Directors' new integration program must include: (i) presentation meetings with the members of the Board of Executive Officers; and (ii) discussion of essential topics to the proper understanding of Ultra's businesses, including the availability of all documents deemed reasonably required by the new director.
CHAPTER IX
Support Committees of the Board of Directors
Article 17. The Board of Directors shall be assisted by the statutory advisory committees, and may create additional committees with specific purposes and must designate their members.
Paragraph 1. The committees referred to in the caput, ex officio or at request of the Board, shall analyze and discuss the matters within their competence referred to them, and shall present their recommendations to the Board with the necessary substantiation.
Paragraph 2. The coordinator of each committee shall provide clarifications on matters within their competence and report the progress of the work carried out at each Board meeting.
CHAPTER X
General Provisions
Article 18. The members of the Board of Directors shall be entitled to a fixed compensation, with the purpose of remunerating them according to the responsibility and complexity inherent in the position of director. The participation of the director in statutory committees shall be compensated according to the Policy of Corporate Compensation of the Company.
Article 19. Omissions of this Internal Bylaws, doubts interpretation and possible amendments to its provisions shall be decided at a meeting of the Board of Directors, as provided in the Bylaws of the Company and in this Internal Bylaws.
Article 20. This Internal Bylaws is effective on the date of its approval by the Board of Directors and shall be filed at the Company’s headquarters, on the CVM website and on the Company’s Investors Relations website.
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: September 17, 2025
| ULTRAPAR HOLDING INC. | |
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/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 Meeting of the Board of Directors, Internal Bylaws of the Board of Directors, Corporate Risk Management Policy)