Vale S.A. (VALE) SEC Filings, Jun-Jul 2026

Vale S.A. is calling an all-virtual Extraordinary General Meeting on July 22, 2026 to vote on key governance matters requested by shareholder Previ, which holds 7.01% of Vale’s share capital. Shareholders will first decide whether to remove Board Chairman Daniel André Stieler from the Board of Directors. If that removal is approved, shareholders will then elect a replacement director to serve until the 2027 annual meeting, and elect the Chair of the Board.

Previ proposes José Maurício Pereira Coelho as the new director and supports Manuel Lino Silva de Sousa Oliveira as Chair. Vale’s Board, citing recent governance and strategic progress, recommends rejecting the removal of Stieler, declines to opine on Coelho because he did not pass Vale’s internal nomination process, and instead recommends Ieda Gomes Yell for the Board. For Chair, it forwards both Oliveira and Marcelo Gasparino as candidates without making a preference. The filing also sets out detailed procedures and deadlines for Brazilian and ADR holders to vote via Remote Voting Ballot or the TEN digital platform.

Vale S.A. submitted a report explaining the resignation of board chairman Daniel André Stieler after questions from the Brazilian securities regulator about a media article. Vale states Stieler’s resignation on July 6, 2026 was his personal decision, and that a subsequent Non-Compete Compensation Agreement and Other Covenants was negotiated only after he indicated the possibility of stepping down.

The company explains that his early departure, while he was involved in strategic matters as chairman and committee member, required additional transition measures. Under the agreement, Stieler accepted non-compete, non-solicitation, non-disparagement and confidentiality obligations for 24 months, in exchange for compensation that Vale describes as consideration for these undertakings, not as board remuneration or a termination benefit.

Vale emphasizes that its compensation policy for directors, which excludes bonuses, termination benefits and similar advantages, remains unchanged. It notes that an international advisory firm reviewed the agreement and found the compensation aligned with market practice and the company’s objectives for situations of this nature. Vale also reiterates that while Stieler’s resignation was disclosed as a Material Fact, management concluded the specific terms of the agreement do not qualify as material information likely to influence investment decisions or the trading price of its securities.

Vale S.A. reports that Daniel André Stieler has resigned, effective immediately, from his roles as member and Chairman of the Company’s Board of Directors. He had served on the Board since 2021 and as its Chairman since 2023.

Vale’s Board thanks Mr. Stieler for his leadership in strengthening corporate governance, enhancing Board work and strategic decision-making, and supporting the Company’s long-term vision. Due to his resignation, item 1 on the agenda of the Extraordinary General Meeting scheduled for July 22, 2026 has been withdrawn, while the remaining items will still be considered by shareholders.

Vale S.A. submitted a Form 6-K outlining the schedule for its upcoming 2Q26 results. The company plans to release its 2Q26 production and sales report on July 21, 2026 after market close and its 2Q26 financial performance report on July 30, 2026 after market close.

Vale will also host a conference call and webcast on July 31, 2026 at 11:00 Brasília, 10:00 New York and 15:00 London time, with live English audio and simultaneous Portuguese translation. Connection details will be provided on the company’s investor relations website.

Vale S.A. disclosed detailed minutes of a June 19, 2026 extraordinary Board of Directors meeting triggered by a request from shareholder Previ, which holds 7.01% of Vale’s capital. The board unanimously approved calling an Extraordinary Shareholders’ Meeting for July 22, 2026, to be held digitally, to vote on the possible removal of chairman and director Daniel André Stieler, the election of a new board member, and the election of the board chair.

After reviewing recent governance initiatives and an independent Korn Ferry assessment showing the board’s evolution to a more strategic, mature stage and full adherence to the Brazilian Corporate Governance Code, a board majority recommended that shareholders reject Stieler’s dismissal. The board chose not to opine on Previ’s nominee José Mauricio Coelho and instead, by majority, agreed to put forward independent candidate Ieda Gomes Yell for a board seat if the removal is approved. It will also submit both vice‑chair Marcelo Gasparino and director Manuel Oliveira as chair candidates, reflecting differing views among directors, with formal dissenting voting statements on process and conflicts of interest appended to the minutes.

Vale S.A. uses this report to clarify Brazilian press coverage about its investments, rail concessions, and small-partner mining strategy. The company states it evaluated but did not approve any investment related to Bahia Mineração S.A. (Bamin), emphasizing that capital allocation follows a rigorous technical, economic, and financial review under its governance rules.

Vale says negotiations to optimize the Carajás (EFC) and Vitória-Minas (EFVM) railway concession agreements are ongoing with Brazilian transport authorities. Once optimization is completed and approved by the Federal Court of Accounts (TCU), the company expects greater predictability and legal certainty for obligations and investments tied to these concessions.

Vale also explains its long-standing “mini-mines” program, in which it partners with smaller mining companies mainly to acquire products for sale or blending, aiming to increase portfolio flexibility, cost efficiency, and logistics utilization. It stresses that all partnership decisions are made by a multidisciplinary committee, follow internal policies and its Code of Conduct, and are aligned with global governance standards.