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 29, 2016

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

1.           Date, Time and Place: Held on February 25, 2016, at 18:00hs, at the office of BRF S.A. (“Company”) located at Rua Hungria, No. 1.400, 5^th floor, in the City of São Paulo, State of São Paulo.

2.           Board: Chairman: Abilio dos Santos Diniz. Secretary: Larissa Brack.

3.           Call of Meeting and Attendance: The call of meeting was duly made pursuant to the Company's Bylaws, with the majority of the members of the Board of Directors on duty attending: Messrs Abilio dos Santos Diniz, José Carlos Reis de Magalhães Neto, Luiz Fernando Furlan, Manoel Cordeiro Silva Filho, Renato Proença Lopes, Vicente Falconi Campos, Walter Fontana Filho and Henri Philippe Reichstul.

4.           Agenda: (i) appointment of the new Chief Financial and Investor Relations Officer of the Company; and (ii) ratification of the composition of the Board of Executive Officers of the Company.

5.           Resolutions: After the analysis and discussion of the agenda, considering the dismissal of Mr. Augusto Ribeiro Júnior from his position as Chief Financial and Investor Relations Officer of the Company, as well as of Mrs. Flávia Moyses Faugeres and of Mr. Roberto Banfi from their positions as Officers without specific designation of the Company, the members of the Board of Directors, by unanimous vote and without any restrictions, approved:

(i)      the appointment to the position of Chief Financial and Investor Relations Officer of the Company the current Officer of the Company, Mr. José Alexandre Carneiro Borges, Brazilian, married, economics, bearer of the identity card RG nº 08582389-6 IFP/RJ and registered with the CPF/MF nº 008.585.487-55, with professional address at Rua Hungria No. 1.400, 5^th floor, in the City of São Paulo, State of São Paulo, with term until the Ordinary Shareholders Meeting that will resolve on the financial statements dated as of December 31, 2016. The Board decided that the positions occupied by the two other dismissed Officers shall remain vacant until new resolution.

Mr. José Alexandre Carneiro Borges shall be vested in office as Chief Financial and Investor Relations Officer of the Company upon execution of: (i) the respective instrument of investiture, which will be properly registered in the corporate books of the Company, as provided in the article 149 of Law No. 6.404/76, as amended (“Law n. 6.404/76”); (ii) the statement mentioned in the Instruction No. 367, May 29, 2002, of the Securities Exchange Comission; and (iii) the term of consent to the New Market Regulation of BM&FBOVESPA S.A. – Bolsa de Valores, Mercadorias e Futuros.

The appointed officer confirmed its statement, under the penalties of the law, that he is not prevented from exercising the activities he has been designated to, due to criminal conviction, to penalty that prevents his access to public office, or by bankruptcy crimes, prevarication, fixer or bribery, graft, embezzlement, or against the popular economy, against the national financial system, against antitrust regulations, against the consumer relations, public faith, or property.

(ii)      Pursuant to the above mentioned resolution, the Board of Executive Officers shall now be composed of the following members, all with term until the Ordinary Shareholders Meeting that will resolve on the financial statements dated as of December 31, 2016: (a) Pedro Andrade Faria - Chief Executive Officer; (b) José Alexandre Carneiro Borges - Chief Financial and Investor Relations Officer; (c) Gilberto Antonio Orsato - Officer; (d) Hélio Rubens Mendes dos Santos Júnior - Officer; (e) José Roberto Pernomian Rodrigues - Officer; (f) Rodrigo Reghini Vieira - Officer; and (g) Simon Cheng - Officer.

The members of the Board of Directors expressed their vote of gratefulness for the dedication of the Officers who leave the Company in the exercise of their functions, contributing to the development of the Company.

6.           Approval and Execution of the Minutes: Having nothing further to discuss, the Chairman closed the meeting by recording these minutes as a summary, which were read, found to be compliant and signed by all members.

Board:

Members of the Board of Directors: