Vale Sets July 22 Vote as Previ Moves to Reshape Board

<p>Shareholders will decide whether to remove Chairman Daniel Stieler, elect a replacement director and choose a new board chair, turning Previ’s governance push into a formal vote.</p>

Vale Congonhas permit

By Brazil Stock Guide — Vale (VALE3, VALE) has called an extraordinary shareholders’ meeting for July 22 to vote on the removal of Daniel Stieler from its board, formally advancing a governance push led by Previ, the pension fund of Banco do Brasil employees and one of the miner’s most relevant shareholders.

The meeting will be held exclusively online at 10 a.m. Brazil time, according to Vale’s call notice. Shareholders will vote on three items: whether to remove Stieler as a board member; whether to elect a replacement director to serve until the company’s 2027 annual meeting; and, if Stieler is removed, whether to elect a new chairman of the board.

The call notice follows a June 11 request from Previ, which asked Vale to convene the meeting and proposed the removal of Stieler, who currently chairs the board. In the same request, Previ proposed José Maurício Pereira Coelho as a full board member and said it supports Manuel Lino Silva de Sousa Oliveira, known as Ollie Oliveira, to chair the board if the change is approved.

The formal call turns what had been a shareholder request into a dated proxy contest at one of Brazil’s most important listed companies. For investors, the focus now shifts to whether Previ can gather enough support among Vale’s dispersed shareholder base to remove Stieler and reset the balance of power at the board.

The practical deadline comes before the meeting itself. Shareholders who choose to vote through the remote voting ballot must submit their votes by July 18. Shareholders who want to participate through the digital platform must register by July 20. Holders of Vale ADRs will be represented by JPMorgan Chase Bank, the depositary institution, and the record date for ADR voting rights is June 25.

The vote comes at a sensitive moment for Vale’s governance. Previ’s move follows leadership changes at the pension fund and marks an attempt to realign its influence at the miner after a period of board tension, succession debates and scrutiny over shareholder influence.

Stieler has a long background in the financial system, Banco do Brasil, Previ and corporate boards. But within Vale’s recent governance debate, he has also come to represent an earlier phase of the fund’s presence at the company. Previ’s current leadership appears to be seeking a board setup more closely aligned with its own priorities and less exposed to the frictions of the previous cycle.

Ollie Oliveira, Previ’s preferred name to chair the board, has served as Vale’s lead independent director and an independent board member since 2021. He also sits on the Audit and Risk Committee and the Sustainability Committee. His career includes more than four decades in corporate finance, strategy and mining, with experience at companies including Anglo American and De Beers.

José Maurício Coelho, Previ’s proposed replacement for Stieler as board member, is a former president of the pension fund and former chairman of Vale’s board. His nomination signals that Previ is not stepping back from Vale. Rather, it is trying to adjust how its influence is exercised — combining institutional memory, shareholder alignment and a board structure that may be easier for investors to read.

The call notice also leaves room for other shareholders to enter the process. Investors holding at least 0.5% of Vale’s capital may request the inclusion of board candidates in the remote voting ballot, provided they meet the documentation and regulatory requirements.


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