UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934
For the month of May, 2020.
Commission File Number 001-38755
Suzano S.A.
(Exact name of registrant as specified in its charter)
SUZANO INC.
(Translation of Registrant’s Name into English)
Av. Professor Magalhaes Neto, 1,752
10th Floor, Rooms 1010 and 1011
Salvador, Brazil 41 810-012
(Address of principal executive office)
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): ¨
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): ¨
Enclosures:
Exhibit 99.1 – Ordinary General Shareholders' Meeting | Consolidated Synthetic Voting Map
Exhibit 99.2 – Extraordinary General Shareholders' Meeting | Consolidated Synthetic Voting Map
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SIGNATURE
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: May 21, 2020
SUZANO S.A. | ||
By: | /s/ Marcelo Feriozzi Bacci | |
Name: | Marcelo Feriozzi Bacci | |
Title: | Chief Financial Officer and Investor Relations Director |
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Exhibit 99.1
SUZANO S.A. Publicy Held Company Corporate Taxpayer ID (CNPJ/MF): 16.404.287/0001-55 Company Registration (NIRE): 29.3.0001633-1 Pursuant to Securities and Exchange Commission of Brazil (“CVM”) Instruction No. 481/2009, the Company makes available to its shareholders the synthetic consolidated voting map regarding the Ordinary General Shareholders' Meeting to be held on May 22, 2020, at 9:30 a.m., in an exclusively digital manner in the electronic system of remote attendance made available by Suzano S.A. (“Company”) pursuant to art. 21-C, Paragraph 2, item II of CVM Instruction No. 481/09, of December 17, 2009, as amended (“ICVM No. 481/09”) and in accordance with the rules established in the Shareholders Manual disclosed by the Company. It should be noted that, according to the information contained in the absentee ballot, irregular votes will be disregarded, in other words those that are crossed-out, not filled and/or related to resolutions that the shareholder does not have the right to vote. The remaining votes delivered in other matters shall be considered (the ballot was not completely disregarded, but only irregular voting). No. of the resolution in the Distance Voting Ballot, published by the Company on 04.30.2020 Resolution Vote Percentage Approve Reject Abstain Total 1 Simple Resolution To approve the management accounts related to the fiscal year ended 12/31/2019: - 747.856.960 - 329.282.910 1.077.139.870 Exhibit 99.1 |
150.000 179.065.485 1.077.139.870 Simple Resolution To approve the financial statements of the Company for the 2fiscalyearended12/31/2019,andtoreviewthe management report for said fiscal year: - 897.924.385 5 Simple Question Do you want to request the adoption of multiple voting for the election of the Board of Directors, pursuant to art. 141 of Law No. 6,404 of 1976? - 10.623.212 665.436.200 401.080.458 1.077.139.870 6 Indication of all the names that comprise the slate (The votes indicated in this field will be disregarded if the shareholder holding voting shares also fills in the fields present in the separate voting of a member of the Board of Directors and the separate voting mentioned in these fields occurs). Slate 1: David Feffer Claudio Thomaz Lobo Sonder Daniel Feffer Ana Paula Pessoa Maria Priscila Rodini Vansetti Machado Nildemar Secches Rodrigo Kede de Freitas Lima Rodrigo Calvo Galindo Paulo Rogerio Caffarelli - 917.408.609 9.128.625 150.602.636 1.077.139.870 7 If one of the candidates comprising the chosen slate fails to join, may the votes corresponding to their shares continue to be conferred on the single slate? - 678.518.563 244.476.489 154.144.818 1.077.139.870 |
- 1.048.757.525 1.077.139.870 8 In the event that the multiple voting election process be adopted, should the votes corresponding to your shares be distributed in equal percentages by the candidates you have chosen? (If the shareholder chooses to “abstain” and the election occurs through the multiple voting process, his vote must be counted as abstain in the respective meeting resolution.) - 28.382.345 9 List of all candidates to indicate the percentage (%) of votes to be attributed: - David Feffer 11,11% 28.380.447 - - 28.380.447 Claudio Thomaz Lobo Sonder 11,11% 28.380.447 - - 28.380.447 Daniel Feffer 11,11% 28.380.447 - - 28.380.447 Ana Paula Pessoa 11,11% 28.380.447 - - 28.380.447 Maria Priscila Rodini Vansetti Machado 11,11% 28.380.447 - - 28.380.447 Nildemar Secches 11,11% 28.380.447 - - 28.380.447 Rodrigo Kede de Freitas Lima 11,11% 28.380.447 - - 28.380.447 Rodrigo Calvo Galindo 11,11% 28.380.447 - - 28.380.447 Paulo Rogerio Caffarelli 11,11% 28.380.447 - - 28.380.447 13 Simple Resolution To set the overall annual compensation of the Management and Fiscal Council, if held, of the Company in accordance with the Management Proposal. - 914.577.034 162.537.893 24.943 1.077.139.870 14 Simple Question Do you want to request the instatement of the Company’s Fiscal Council, pursuant to Article 161 of Law No. 6,404 of 1976? - 470.063.822 1.084.835 605.991.213 1.077.139.870 15 Simple Resolution Appointment of candidates for the Fiscal Council (the shareholder may appoint as many candidates as there are - 652.952.201 4.617.923 419.569.746 1.077.139.870 |
vacancies to be filled in the general election): Luiz Augusto Marques Paes / Roberto Figueiredo Mello Rubens Barletta / Luiz Gonzaga Ramos Schubert - 653.102.201 4.467.923 419.569.746 1.077.139.870 16 Simple Resolution Appointment of candidates for the Fiscal Council by minority shareholders holding voting shares (the shareholder shall fill in this field if he left the general election field blank): Eraldo Soares Peçanha / Kurt Janos Toth - 345.154.937 50.079 726.039.258 1.071.244.274 17 Simple Question In the event of a second call for these Annual General Meeting, may the voting instructions in this DVB also be considered for the holding on second call of the Annual General Meeting? - 1.062.473.182 14.577.183 89.505 1.077.139.870 18 Simple Question Do you want to request the adoption of separate voting for the election of the Board of Directors, pursuant to art. 141 of Law 6,404 of 1976? (The shareholder may only fill in this field if he continuously holds the shares with which he votes during the three months immediately prior to the general meeting. If the shareholder chooses to “no” or “abstain”, his shares will not be counted to request the separate voting of a member of the Board of Directors). - 329.157.066 614.281.542 133.701.262 1.077.139.870 19 Simple Resolution To set at ten (10) the number of members to be elected for the next term of office of the Board of Directors, pursuant to the Management Proposal. - 820.307.968 9.834.485 246.997.417 1.077.139.870 20 Simple Resolution - 216.255.834 3.904.088 606.019.991 826.179.913 |
Separate voting of the Board of Directors – Common (B) Nomination of candidates to the Board of Directors by minorityshareholdersholdingvotingshares(the shareholder may only fill in this field if he continuously holds the shares with which he votes during the three months immediately prior to the general meeting.) Hélio Lima Magalhães |
Exhibit 99.2
SUZANO S.A. Publicy Held Company Corporate Taxpayer ID (CNPJ/MF): 16.404.287/0001-55 Company Registration (NIRE): 29.3.0001633-1 Pursuant to Securities and Exchange Commission of Brazil (“CVM”) Instruction No. 481/2009, the Company makes available to its shareholders the synthetic consolidated voting map regarding the Extraordinary General Shareholders' Meeting to be held on May 22, 2020, at 9:30 a.m., in an exclusively digital manner in the electronic system of remote attendance made available by Suzano S.A. (“Company”) pursuant to art. 21-C, Paragraph 2, item II of CVM Instruction No. 481/09, of December 17, 2009, as amended (“ICVM No. 481/09”) and in accordance with the rules established in the Shareholders Manual disclosed by the Company. It should be noted that, according to the information contained in the absentee ballot, irregular votes will be disregarded, in other words those that are crossed-out, not filled and/or related to resolutions that the shareholder does not have the right to vote. The remaining votes delivered in other matters shall be considered (the ballot was not completely disregarded, but only irregular voting). No. of the resolution in the Distance Voting Ballot, published by the Company on 04.30.2020 Resolution Approve Reject Abstain Total 1 Simple Resolution To approve the Protocol and Justification executed on April 20, 2020, by the management of the Company and Suzano Participações do Brasil Ltda., enrolled with CNPJ/ME under No. 23.601.424/0001-07,whichsetsforththetermsand 1.048.621.915 - - 1.048.621.915 Exhibit 99.2 |
conditions of the merger of Suzano Participações do Brasil Ltda. into the Company (“Merger”): 2 Simple Resolution To approve the ratification of the appointment and hiring of the specialized company PricewaterhouseCoopers Auditores Independentes (“PwC”), hired to determine the net worth of Suzano Participações do Brasil Ltda., under the terms of the Law: 1.048.471.915 150.000 - 1.048.621.915 3 Simple Resolution To approve the net worth appraisal report of Suzano Participações do Brasil Ltda., at book value, prepared by PwC in compliance with the accounting and legal standards, criteria and requirements. 1.048.621.915 - - 1.048.621.915 4 Simple Resolution To approve the merger of Suzano Participações do Brasil Ltda. into the Company, under the terms and conditions of the Merger and the consequent dissolution of Suzano Participações do Brasil Ltda. 1.048.621.915 - - 1.048.621.915 5 Simple Resolution To approve the authorization to the Company's management to take all measures necessary to carry out the merger, pursuant to current legislation. 1.048.621.915 - - 1.048.621.915 6 Simple Question In the event of a second call for this Extraordinary General Meeting, may the voting instructions in this DVB also be considered for the holding on second call of the Extraordinary General Meeting? 1.041.164.521 7.457.394 - 1.048.621.915 |
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