Form 6-K - Report of foreign issuer [Rules 13a-16 and 15d-16]

 

 

 

U.S. SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 6-K

 

REPORT OF FOREIGN PRIVATE ISSUER

PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE

SECURITIES EXCHANGE ACT OF 1934

 

Dated November 13, 2023

 

Commission File Number 1-14878

 

GERDAU S.A.

(Translation of Registrant’s Name into English)

 

Av. Dra. Ruth Cardoso, 8,501 – 8° andar

São Paulo, São Paulo - Brazil CEP 05425-070

(Address of principal executive offices)

 

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 ¨

 

 

 

 

 

Exhibit Index

 

Exhibit		Description of Exhibit
99.1		Minutes of the Meeting of the Board of Directors, November 6, 2023 (Dividends)
99.2		Minutes of the Meeting of the Board of Directors, November 6, 2023 (Executive Officers)

 

 

 

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:  November 13, 2023

 

	GERDAU S.A.
	By:	/s/ Rafael Dorneles Japur
	Name:	Rafael Dorneles Japur
	Title:	Executive Vice President Investor Relations Director

 

 

Exhibit 99.1

 

GERDAU S.A.

Corporate Taxpayer ID (CNPJ): 33.611.500/0001-19

Company Registry (NIRE): 35300520696

Publicly Held Company

 

MINUTES OF THE BOARD OF DIRECTORS MEETING HELD ON NOVEMBER 6, 2023, AT 9:40 A.M., AT THE REGISTERED OFFICE LOCATED AT AVENIDA DOUTORA RUTH CARDOSO, 8.501, 8º ANDAR, CONJUNTO 2, PINHEIROS, IN THE CITY AND STATE OF SÃO PAULO.

 

1.

The meeting was attended by all the directors, pursuant to the Charter of Gerdau S.A. (“Company”), and by the Audit Committee, and was presided over by Guilherme Chagas Gerdau Johannpeter, with Rafael Lebensold acting as secretary.

 

2.

The Board of Directors unanimously approved the Board of Executive Officers’ proposal for crediting on November 17, 2023 and paying shareholders as from December 13, 2023, dividends calculated at the rate of forty-seven centavos (R$ 0.47) per common and preferred share on the records of the Transfer Agent for the Company's shares on the date of credit. For demonstration purposes, considering the outstanding shares on this date, the dividends amount to eight hundred twenty-two million, one hundred eighty-five thousand, three hundred eighty-two reais (R$ 822,185,382.00) and constitute the advance payment of minimum mandatory dividends established in the Bylaws for the current fiscal year. The dividend amount will be calculated once again based on the free float on the date of credit.

 

Nothing else has been addressed.

 

Signatures: Presiding board: Guilherme Chagas Gerdau Johannpeter (Chairman) and Rafael Lebensold (Secretary). Directors: Guilherme Chagas Gerdau Johannpeter (Chairman), André Bier Gerdau Johannpeter (Vice Chairman) and Claudio Johannpeter (Vice Chairman), Gustavo Werneck da Cunha, Claudia Sender Ramirez, Alberto Fernandes and Márcio Hamilton Ferreira (Directors).

 

I hereby certify that this is a faithful copy of the original instrument drawn up in the Company's records.

 

São Paulo, November 6, 2023.

 

 

Rafael Lebensold

Secretary

 

 

Exhibit 99.2

 

GERDAU S.A.

Corporate Taxpayer ID (CNPJ): 33.611.500/0001-19

Company Registry (NIRE): 35300520696

Publicly Held Company

 

MINUTES OF THE BOARD OF DIRECTORS MEETING HELD ON NOVEMBER 6, 2023, AT 8:35 A.M., AT THE REGISTERED OFFICE LOCATED AT AVENIDA DOUTORA RUTH CARDOSO, 8.501, 8º ANDAR, CONJUNTO 2, PINHEIROS, IN THE CITY AND STATE OF SÃO PAULO.

 

1.

The meeting was attended by all the members of the Board of Directors of Gerdau S.A. (“Company”), pursuant to the Charter, and was presided over by Guilherme Chagas Gerdau Johannpeter, with Rafael Lebensold acting as secretary.

 

2.

The Board of Directors approved the removal of Mr. Hermenio Pinto Gonçalves from the position of Executive Officer of the Company with effect from today, in view of his retirement. The Board thanked Mr. Gonçalves for his important contributions to Gerdau and wished him success in his new ventures.

 

3.

The Board of Directors unanimously approved the election of Aldo Tapia Castillo, Peruvian, married, engineer, National Foreigner Registry (RNE) no. F796991F, Individual Taxpayers Register (CPF) no. 718.740.011-03, with business address at Av. Dra. Ruth Cardoso, 8.501, 8º andar, conjunto 2, Pinheiros, São Paulo, SP, CEP 05425-070, as Executive Officer with unified mandate until the annual shareholders meeting that will deliberate on the accounts of fiscal year 2023.

 

The Executive Officer took office after signing the instrument of investiture drawn up in the appropriate book and declared, under penalty of law, that he is not prohibited from exercising any management activities of the Company, pursuant to article 147 of Federal Law 6,404/76. The instrument of investiture and clearance certificate signed by the Executive Officer elected will be filed at the registered office of the Company.

 

The Board of Directors unanimously authorized the Executive Officer to hold management positions, whether or not remunerated, in other companies in which the Company holds direct or indirect interest.

 

The Board of Executive Officers now has the following composition:

 

BOARD OF EXECUTIVE OFFICERS
Gustavo Werneck da Cunha	Chief Executive Officer
Rafael Dorneles Japur	Vice President Investor Relations Officer
Marcos Eduardo Faraco Wahrhaftig	Vice President
Rubens Fernandes Pereira	Vice President
Aldo Tapia Castillo	Executive Officer
Cesar Obino da Rosa Peres	Executive Officer
Mauro de Paula	Executive Officer
Wendel Gomes da Silva	Executive Officer

 

Nothing else has been addressed.

 

Signatures: Presiding board: Guilherme Chagas Gerdau Johannpeter (Chairman) and Rafael Lebensold (Secretary). Directors: Guilherme Chagas Gerdau Johannpeter (Chairman), André Bier Gerdau Johannpeter (Vice Chairman) and Claudio Johannpeter (Vice Chairman), Gustavo Werneck da Cunha, Claudia Sender Ramirez, Alberto Fernandes and Márcio Hamilton Ferreira (Directors).

 

I hereby certify that this is a faithful copy of the original instrument drawn up in the Company's records.

 

São Paulo, November 6, 2023.

 

 

Rafael Lebensold

Secretary

 

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