BRFS BRF SA

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 February 27, 2015

Commission File Number 1-15148

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

N/A
   (Translation of Registrant’s Name)

1400 R. Hungria, 5th Floor
Jd América-01455000-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.

EXHIBIT INDEX

PROPOSAL OF THE BOARD OF DIRECTORS FOR THE EXTRAORDINARY AND ANNUAL GENERAL MEETING TO BE HELD ON APRIL 8, 2015

Dear Shareholders,

The Board of Directors of BRF S.A. hereby submits to Shareholders the following proposals for decision in the General Meeting to be held on April 8, 2015:

ANNUAL GENERAL MEETING

1.To examine and vote on the Management Report, Financial Statements and other documents with respect to the fiscal year ending December 31, 2014 and to decide on the allocation of the net profits; To approve the allocation of the Net Income for the Fiscal Year 2014:

  (Attachment I pursuant to CVM Instruction 481)

2. To ratify the distribution of shareholders’ remuneration as decided by the Board of Directors in the amount of R$ 824,254,000.00 (eight hundred and twenty-four million, two hundred and fifty-four thousand), corresponding to R$ 0.948357530 per share with payments effected on August 15, 2014 (R$ 0.41421437 per share in the amount of R$361,000,000.00) and on February 13, 2015 (R$ 0.43441923  per share in the amount of R$376,765,000.00) as interest on shareholders’ equity with due retention of Withholding Tax at Source pursuant to the applicable legislation. To further ratify the distribution of complementary dividends for R$ R$ 86,489,000.00, corresponding to R$ 0.09972393 paid on February 13, 2015, comprising a total amount of R$ 824,254 million of remuneration to the shareholders.  (Attachment II, pursuant to CVM Instruction 481);

3. To approve the number of nine members to make up the Board of Directors to pursuant to the provision in Article 16, caption sentence, of the Corporate Bylaws;

4. To elect the slate made up of the persons listed below to comprise the Board of Directors for a mandate of 2 (two) years as established in Article 16 of the Corporate Bylaws.

5. To appoint Mr. Abilio dos Santos Diniz, as Chairman of the Board of Directors and  Mr. Marco Geovanne Tobias da Silva, as Vice Chairman, pursuant to Paragraph 1, Article 16 of the Corporate Bylaws.

5.1. In accordance with CVM Instructions 165 and 282, the minimum percentage participation in the voting capital necessary for the adoption of the multiple voting system is 5% (five percent). (Attachment III, items 12.6 to 12.10 in accordance with CVM Instruction 481).

6. To elect the members of the Fiscal Council – Term of Office: Until the E/AGM of 2016. (Attachment III, items 12.6 to 12.10 pursuant to CVM Instruction 481)

EXTRAORDINARY GENERAL MEETING

1. To approve the total annual and aggregate compensation for the Management of the BRF Companies in the amount of up to R$ 65 million, including additional compensation in the month of December 2015 in an amount corresponding to one monthly fee income and to set the remuneration of the Fiscal Council pursuant to Article 261, Paragraph 3 of the Brazilian Corporate Law. The annual and aggregate compensation of the management and the Fiscal Council realized in 2014 in the amount of R$61,557,810.59 was also ratified. (Attachment IV, pursuant to CVM Instruction 481).

2. To approve the amendment of the (i) the Stock Options Plan; (ii) the Restricted Stock Plan. (Attachment V pursuant to Article 13 of CVM Instruction 481).

This is what the Board of Directors has proposed and expects to be approved by the shareholders.

The Company’s shareholders interested in accessing information or clarifying doubts relating to the above proposals should contact the Investor Relations or Corporate Governance areas of the Company by calling +55 (11) 2322-5049/5050/5061/5544 or via e-mail: acoes@brf-br.com. All documents pertinent to this Meeting may be found at the disposal of the shareholders in the site: www.brf-global.com/ri. Additionally, the Meeting is to be transmitted via video conference to the office in São Paulo, located at Rua Hungria, 1.400 – 5^th floor, Jardim Europa for shareholders that so prefer.

São Paulo (SP), February 26, 2015.

Abilio Diniz

Chairman of the Board of Directors

Sérgio Ricardo Silva Rosa

Vice Chairman

Eduardo Silveira Mufarej

José Carlos Reis Magalhães Neto

Luiz Fernando Furlan

Manoel Cordeiro Silva Filho

Paulo Assunção de Sousa

Vicente Falconi Campos

Walter Fontana Filho