BRF S.A. — Board/Management Information 2019

Dec 5, 2019

6-K 1 brf20191205_6k1.htm MINUTES OF THE EXTRAORDINARY MEETING OF THE BOARD OF DIRECTORS HELD ON NOVEMBR 07, 2019 brf20191205_6k1.htm - Generated by SEC Publisher for SEC Filing

FORM 6-K U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549

REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 OF THE SECURITIES EXCHANGE ACT OF 1934

dated December 5, 2019

Commission File Number 1-15148

BRF S.A. (Exact Name as Specified in its Charter)

N/A (Translation of Registrant’s Name)

8501, Av. das Naçoes Unidas, 1st Floor Pinheiros - 05425-070-São Paulo – SP, Brazil (Address of principal executive offices) (Zip code)

Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F.

Form 20-F x Form 40-F o

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):

Indicate by check mark whether by furnishing the information contained in this Form, the registrant is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.

Yes o No x

If “Yes” is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b): Not applicable.

---

This material includes certain forward-looking statements that are based principally on current expectations and on projections of future events and financial trends that currently affect or might affect the Company’s business, and are not guarantees of future performance. These forward-looking statements are based on management’s expectations, which involve a number of known and unknown risks, uncertainties, assumptions and other important factors, many of which are beyond the Company’s control and any of which could cause actual financial condition and results of operations to differ materially fom those set out in the Company’s forward-looking statements. You are cautioned not to put undue reliance on such forward-looking statements. The Company undertakes no obligation, and expressly disclaims any obligation, to update or revise any forward-looking statements. The risks and uncertainties relating to the forward-looking statements in this Report on Form 6-K, including Exhibit 1 hereto, include those described under the captions “Forward-Looking Statements” and “Item 3. Key Information — D. Risk Factors” in the Company’s annual report on Form 20-F for the year ended December 31, 2012.

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: December 5, 2019
BRF S.A.
By:	/s/ Carlos Alberto Bezerra de Moura
	Name:	Carlos Alberto Bezerra de Moura
	Title:	Chief Financial and Investor Relations Officer

EXHIBIT INDEX

Exhibit	Description of Exhibit
1	MINUTES OF THE EXTRAORDINARY MEETING OF THE BOARD OF DIRECTORS HELD ON NOVEMBR 07, 2019

BRF S.A.

Publicly Held Company

CNPJ 01.838.723/0001-27

NIRE 42.300.034.240

CVM 1629-2

MINUTES OF THE EXTRAORDINARY MEETING OF THE BOARD OF DIRECTORS

HELD ON NOVEMBR 07, 2019

1. Date, Time and Place : Meeting held on November 07, 2019, at 10 am., at the office of the BRF S.A. (“ Company ”) located at the city of São Paulo, state of São Paulo, at Avenida das Nações Unidas, 8501, 1st floor, Pinheiros, Zip Code 05425-000.

2. Summons and Presence : Summons duly held pursuant to Article 21 of the Company’s Bylaws considering the presence of the majority of the members of the Board of Directors: Mr. Pedro Pullen Parente (“ Mr. Pedro Parente ”), Mr. Augusto Marques da Cruz Filho (“ Mr. Augusto Cruz ”), Mr. Dan Ioschpe (“ Mr. Dan Ioschpe ”), Ms. Flávia Buarque de Almeida (“ Ms. Flávia Almeida ”), Mr. Francisco Petros Oliveira Lima Papathanasiadis (“ Mr. Francisco Petros ”), Mr. José Luiz Osório (“ Mr. José Osório ”), Mr. Luiz Fernando Furlan (“ Mr. Luiz Furlan ”), Mr. Roberto Antonio Mendes (“ Mr. Roberto Mendes ”) and Mr. Roberto Rodrigues (“ Mr. Roberto Rodrigues ”). Absent: Mr. Walter Malieni Jr. (“ Mr. Walter Malieni ”). Mr. Guilherme Nunes and Mr. Ricardo Hirashima, representatives of KPMG Auditores Independentes, attended as guests.

3. Presiding Board : Chairman : Mr. Pedro Pullen Parente. Secretary : Mr. Carlos Eduardo de Castro Neves.

4. Agenda : (i) Analysis and Approval of the Quarterly Financial Information for the Quarter ended on September 30, 2019 (“3 rd ITR/2019 ”).

5. Resolutions : The members approved, by unanimous votes and with no restrictions, the drawing up of the present minutes in summary form. Once the agenda had been examined, the following matters were discussed and the following resolutions were taken:

5.1. Analysis and Approval of the 3 rd ITR/2019. The members of the Board of Directors, by unanimous votes of the present members and without reservations and, in accordance with the recommendation of the Finance and Risk Management Committee and the Audit and Integrity Committee, and considering the favorable opinion of the Fiscal Council of the Company, approved the 3 rd ITR/2019, accompanied by the management report, explanatory notes and independent auditors’ opinion. Mr. Walter Malieni, absent to the Meeting, approved 3 rd ITR/2019 and his vote was casted in his name by Mr. Francisco Petros.

Page 1 of 2

Extract of the Minutes of the Extraordinary Meeting of the Board of Directors held on November 07, 2019.

BRF S.A.

Publicly Held Company

CNPJ 01.838.723/0001-27

NIRE 42.300.034.240

CVM 1629-2

MINUTES OF THE EXTRAORDINARY MEETING OF THE BOARD OF DIRECTORS

HELD ON NOVEMBR 07, 2019

6. Documents Filed at the Company : The documents related to the agenda that supported the resolutions taken by the members of the Board of Directors or information presented during the meeting were filed at the Company’s head office.

7. Closure : There being no other matters to be discussed, the Chairman declared the meeting closed, during which time the present minutes were drawn up in summary form by electronic processing and, having been read and found correct by all those present, were signed.

I certify that the above text is a faithful copy of the minutes which are filed in Book of the Minutes of the Ordinary and Extraordinary Meetings of the Company´s Board of Directors.

São Paulo, November 07, 2019.

---

Carlos Eduardo de Castro Neves

Secretary

Page 2 of 2

Extract of the Minutes of the Extraordinary Meeting of the Board of Directors held on November 07, 2019.