UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
6-K
Report
of Foreign Private Issuer Pursuant to Rule 13a-16 or
15d-16
of the Securities Exchange Act of 1934
For
the month of September 2024
Commission
File Number: 333-155412
JBS
S.A.
(Exact
Name as Specified in its Charter)
N/A
(Translation
of registrant’s name into English)
Av.
Marginal Direita do Tietê
500,
Bloco I, 3rd Floor
São
Paulo, SP, Brazil
(Address
of principal executive offices)
(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: ☒ Form 40-F: ☐
EXHIBIT
INDEX
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:
September 30, 2024
| |
JBS
S.A |
| |
|
|
| |
By:
|
/s/
Guilherme Perboyre Cavalcanti |
| |
Name:
|
Guilherme
Perboyre Cavalcanti |
| |
Title:
|
Chief
Financial and Investment Relations Officer |
2
Exhibit 99.1
JBS S.A.
Corporate Taxpayer’s ID (CNPJ/ME): 02.916.265/0001-60
Company Registry (NIRE): 35.300.330.587
Authorized Publicly-Held Company
MINUTES OF THE BOARD OF DIRECTORS’ MEETING
HELD ON SEPTEMBER 23, 2024, AT 2:00 P.M.
Date, Time and Place: September 23, 2024, at
2:00 p.m., at the headquarters of JBS S.A. (“Company”), located at Avenida Marginal Direita do Tietê, 500, Bloco
I, 3º Andar, Vila Jaguara, CEP 05118-100, in the city and state of São Paulo.
Call notice: The call notice was emailed to
the Board of Directors members, according to Article 18 of the Company’s Bylaws.
Attendance: The necessary quorum for the Board
of Directors’ Meeting was verified, given the presence of all board members, pursuant to Articles 15 and 18 of its Bylaws, namely
Jeremiah O’Callaghan (Chair), José Batista Sobrinho (Vice Chair),
Wesley Mendonça Batista, Joesley Mendonça Batista, Alba Pettengill, Gelson Luiz Merisio, Francisco
Turra, Carlos Hamilton Vasconcelos Araujo, Kátia Regina de Abreu Gomes, Paulo Bernardo Silva, and Cledorvino
Belini.
Presiding Board: Jeremiah O’Callaghan,
Chair; and Milena Hitomi Yanagisawa, Secretary.
Agenda: discussion and approval of the Company’s
new share buyback plan.
Discussions and Resolutions:
The Board of
Directors members unanimously resolved to approve the Company’s new share buyback plan, pursuant to CVM Resolution 77/22
(“Resolution 77”) (“Buyback Plan”), aimed at authorizing the Company to acquire up to 10% (ten
percent) of the outstanding registered, book-entry common shares with no par value issued by the Company, to be held in treasury and
subsequently cancelled or disposed of, without reducing the share capital, and the Executive Board is responsible for defining the
opportunity and number of shares to be effectively acquired and/or disposed of, according to the limits and validity of this
authorization. Pursuant to Article 6 of Resolution 77, it was decided that: (a) by carrying out the transaction, the Company
aims at maximizing value creation for shareholders through an efficient capital structure management; (b) the number of
shares outstanding on the market today is 1,133,963,579 (one billion, one hundred and thirty-three million, nine hundred and
sixty-three thousand, five hundred and seventy-nine) registered, book-entry common shares with no par value. The Company does not
hold treasury shares on this date; (c) up to 113,396,357 (one hundred and thirteen million, three hundred and ninety-six
thousand, three hundred and fifty-seven) shares can be acquired, corresponding to up to 10% (ten percent) of the outstanding
registered, book-entry common shares with no par value on this date; (d) the maximum term to settle the transactions
conducted under the Buyback Plan authorized herein is 18 (eighteen) months as of this date, i.e. until March 23, 2026; (e)
the disposal of the shares acquired under the approved Buyback Plan is hereby authorized; (f) transactions for the
acquisition of shares shall be conducted at market prices on B3 by the following securities brokers: 1. ATIVA INVESTIMENTOS S.A.
CTCV, Address: AV. DAS AMERICAS, 3500, SALAS 314 A 318. RIO DE JANEIRO / RJ - CEP: 22.640-102; 2. BGC
LIQUIDEZ DTVM, Address: AV ALM BARROSO, 52 - 23 ANDAR, SALA 2301. RIO DE JANEIRO / RJ – CEP: 20.031-000; 3. BRADESCO
S/A CTVM, Address: PRES. JUSCELINO KUBITSCHEK, 1309, 11º ANDAR. SÃO PAULO / SP - CEP:
04.543-011; 4. BTG PACTUAL CTVM S.A., Address: AV FARIA LIMA, 3477 14º ANDAR, SÃO PAULO / SP - CEP: 04.538-133; 5.
CREDIT SUISSE S.A. CTVM, Address: R LEOPOLDO COUTO DE MAGALHÃES JR, 700, SÃO PAULO / SP – CEP: 04.542-000; 6.
C6 CTVM LTDA., Address: AV NOVE DE JULHO, 3186, SÃO PAULO / SP – CEP: 01.406-000; 7. GENIAL INSTITUCIONAL CCTVM
S.A., Address: AV FARIA LIMA, 3400 - CONJ 92. SÃO PAULO / SP – CEP: 04.538-132; 8. J.P. MORGAN CCMV S.A.,
Address: AV BRIGADEIRO FARIA LIMA, 3729 – 13º ANDAR, SÃO PAULO / SP – CEP: 04.538-905; 9. LECCA
DTVM LTDA., Address: R SÃO JOSÉ, 20 – SALA 201, RIO DE JANEIRO / RJ – CEP: 20.010-020; 10. MORGAN
STANLEY CTVM S.A., Address: AV BRIGADEIRO FARIA LIMA, 3600 – 6º ANDAR, SÃO PAULO / SP – CEP: 04.538-132; 11.
MERRILL LYNCH S.A. CTCM, Address: AV BRIGADEIRO FARIA LIMA, 3400 – 11º e 12º ANDAR, SÃO PAULO / SP
– CEP: 04.538-132; 12. SANTANDER CCVM S.A., Address: AV PRES JUSCELINO KUBITSCHEK, 2041, CONJ 241 BL A, SÃO
PAULO / SP – CEP: 04.543-011; 13. TULLETT PREBON BRASIL CVC LTDA., Address: R. SÃO TOME, 86 – CONJ 211 E
212, SÃO PAULO / SP – CEP: 04.551-080; 14. UBS BRASIL CCTVM S.A., Address: AV. FARIA LIMA, 4.440 - 7° ANDAR,
SÃO PAULO / SP – CEP: 04.538-132; 15. XP INVESTIMENTOS CCTVM S/A 3, Address: AV ATAULFO DE PAIVA, 153 - SALA
201, RIO DE JANEIRO / RJ – CEP: 22.440-032; 16. CITIGROUP GLOBAL MARKETS BRASIL CORRETORA DE CAMBIO TITULOS E VALORES
MOBILIARIOS SA, Address: Avenida Paulista, 1111, Andar 14 - Bela Vista, São Paulo – SP – CEP 01418-100; 17.
SAFRA DISTRIBUIDORA DE TITULOS E VALORES MOBILIARIOS LTDA., Address: Avenida Paulista, 2150, 8º andar, São Paulo
– SP - CEP 01310-300; 18. ITAU CORRETORA DE VALORES S/A, Address: Avenida Brigadeiro Faria Lima, 3500, 3º andar,
São Paulo – SP – CEP 04538-132; (g) the conclusion of the trades authorized herein shall not affect the
Company’s shareholding control or management structure; (h) the proceeds to be utilized for the conclusion of the
trades authorized herein shall be the Company’s cash or cash equivalents, observing the limits established in the applicable
regulation; and (i) The Company’s Board of Directors believes that the conclusion of the trades authorized herein shall
not cause any loss to the fulfillment of the obligations assumed by the Company, nor will they compromise the payment of mandatory
dividends, in view of the Company’s liquidity situation, indebtedness and cash generation.
Other information on the Buyback Plan approved today is detailed in the Material Fact disclosed by the Company pursuant to
Resolution 77 and Exhibit G of CVM Resolution 480, which is part of these Minutes as Exhibit I. The decision about the
cancellation or disposal of these shares will be taken and communicated to the market in due course. The Company’s Executive
Officers are authorized to take all measures necessary to formalize the resolution above at the opportunity they deem
appropriate.
Minutes in Summary Form: The Board of Directors
authorized the drawing up of these minutes in summary form and their publication by omitting the signatures, pursuant to paragraphs 1
and 2 of Article 130 of Brazilian Corporate Law.
Closure: There being no further business to
address, the Chair offered the floor to anyone who intended to speak and, as no one did, the meeting was adjourned for the time necessary
to draw up these minutes, which were then read, approved, and signed by all attendees. Presiding Board: Jeremiah O’Callaghan
(Chair), José Batista Sobrinho (Vice Chair),
Wesley Mendonça Batista, Joesley Mendonça Batista, Alba Pettengill, Gelson Luiz Merisio, Francisco
Turra, Carlos Hamilton Vasconcelos Araujo, Kátia Regina de Abreu Gomes, Paulo Bernardo Silva, and Cledorvino
Belini.
São Paulo,
September 23, 2024.
Milena Hitomi Yanagisawa
Secretary
Exhibit I to the Minutes of the Board of Directors’
Meeting of JBS S.A.
held on September 23, 2024, at 2:00 p.m.
JBS S.A.
Corporate Taxpayer’s ID (CNPJ/ME): 02.916.265/0001-60
Company Registry (NIRE): 35.300.330.587
Authorized Publicly-Held Company
Exhibit G of CVM Resolution 80
Trading of Company Shares
| 1. | Justify in detail the purpose and expected economic effects
of the transaction: |
The main objective of the Company’s Share Buyback
Program, approved at the Board of Directors’ Meeting held on September 23, 2024, is to maximize value creation for shareholders through
an efficient capital structure management.
| 2. | State the number of (i) outstanding shares and (ii) treasury
shares: |
The Company currently has 1,133,963,579 (one billion,
one hundred and thirty-three million, nine hundred and sixty-three thousand, five hundred and seventy-nine) outstanding registered, book-entry
common shares with no par value issued. The Company does not have treasury shares on this date.
| 3. | State the number of shares that may be acquired or disposed
of: |
The Company may acquire up to 113,396,357 (one hundred
and thirteen million, three hundred and ninety-six thousand, three hundred and fifty-seven) registered, book-entry common shares with
no par value.
| 4. | Describe the main characteristics of the derivative instruments
that the Company may use, if applicable: |
The purchase or sale of options and structured operations
with derivative contracts, such as swaps, options and stock futures, is authorized under the Buyback Plan.
| 5. | Describe, if applicable, existing voting instructions or
agreements between the Company and the other party of the transactions: |
Not applicable, since the Company will carry out transactions
on B3 – Brasil, Bolsa, Balcão.
| 6. | In case of transactions carried out outside organized securities
markets, state: (a) the maximum (minimum) price at which the shares will be acquired (disposed of); and (b) if applicable, the reasons
that justify the execution of the transaction at prices more than 10% (ten percent) higher, in the case of acquisition, or more than
10% (ten percent) lower, in the case of disposal, than the average price, weighted by volume, in the 10 (ten) previous trading sessions: |
Not applicable, since the Company will carry out transactions
on B3 – Brasil, Bolsa, Balcão.
| 7. | State, if applicable, the impacts created by the trades on
the Company’s shareholding control or management structure: |
Not applicable, since the conclusion of the trades
authorized herein shall not affect the Company’s shareholding control or management structure.
| 8. | Identify the other parties, if applicable, and, in the case
of a party related to the Company, as defined by the accounting rules governing this matter, and provide the information required by
Article 9 of CVM Resolution 81, March 29, 2022; |
Not applicable, since the Company will carry out transactions
on B3 – Brasil, Bolsa, Balcão.
| 9. | Indicate the allocation of the proceeds, if applicable: |
The proceeds to be utilized for the conclusion of the
trades authorized herein shall be the Company’s cash or cash equivalents, observing the limits established in the applicable regulation.
| 10. | Indicate the maximum term to settle the authorized transactions: |
The maximum term to settle the transactions authorized
herein is 18 (eighteen) months as of today, i.e. until November 11, 2023.
| 11. | Identify the financial institutions that will act as brokers,
if applicable: |
1. ATIVA INVESTIMENTOS S.A. CTCV, Address: AV.
DAS AMERICAS, 3500, SALAS 314 A 318. RIO DE JANEIRO / RJ - CEP: 22.640-102; 2. BGC LIQUIDEZ DTVM, Address:
AV ALM BARROSO, 52 - 23 ANDAR, SALA 2301. RIO DE JANEIRO / RJ – CEP: 20.031-000; 3. BRADESCO S/A CTVM, Address:
PRES. JUSCELINO KUBITSCHEK, 1309, 11º ANDAR. SÃO PAULO / SP - CEP: 04.543-011; 4. BTG PACTUAL CTVM
S.A., Address: AV FARIA LIMA, 3477 14º ANDAR, SÃO PAULO / SP - CEP: 04.538-133; 5. CREDIT SUISSE S.A. CTVM, Address:
R LEOPOLDO COUTO DE MAGALHÃES JR, 700, SÃO PAULO / SP – CEP: 04.542-000; 6. C6 CTVM LTDA., Address: AV
NOVE DE JULHO, 3186, SÃO PAULO / SP – CEP: 01.406-000; 7. GENIAL INSTITUCIONAL CCTVM S.A., Address: AV FARIA LIMA,
3400 - CONJ 92. SÃO PAULO / SP – CEP: 04.538-132; 8. J.P. MORGAN CCMV S.A., Address: AV BRIGADEIRO FARIA LIMA, 3729
– 13º ANDAR, SÃO PAULO / SP – CEP: 04.538-905; 9. LECCA DTVM LTDA., Address: R SÃO JOSÉ,
20 – SALA 201, RIO DE JANEIRO / RJ – CEP: 20.010-020; 10. MORGAN STANLEY CTVM S.A., Address: AV BRIGADEIRO FARIA LIMA,
3600 – 6º ANDAR, SÃO PAULO / SP – CEP: 04.538-132; 11. MERRILL LYNCH S.A. CTCM, Address: AV BRIGADEIRO
FARIA LIMA, 3400 – 11º e 12º ANDAR, SÃO PAULO / SP – CEP: 04.538-132; 12. SANTANDER CCVM S.A., Address:
AV PRES JUSCELINO KUBITSCHEK, 2041, CONJ 241 BL A, SÃO PAULO / SP – CEP: 04.543-011; 13. TULLETT PREBON BRASIL CVC LTDA.,
Address: R SÃO TOME, 86 – CONJ 211 E 212, SÃO PAULO / SP – CEP: 04.551-080; 14. UBS BRASIL CCTVM S.A.,
Address: AV. FARIA LIMA, 4.440 - 7° ANDAR, SÃO PAULO / SP – CEP: 04.538-132; 15. XP INVESTIMENTOS CCTVM S/A 3,
Address: AV ATAULFO DE PAIVA, 153 - SALA 201, RIO DE JANEIRO / RJ – CEP: 22.440-032; 16. CITIGROUP GLOBAL MARKETS BRASIL
CORRETORA DE CAMBIO TITULOS E VALORES MOBILIARIOS SA, Address: Avenida Paulista, 1111, Andar 14 - Bela Vista, São Paulo –
SP – CEP 01418-100; 17. SAFRA DISTRIBUIDORA DE TITULOS E VALORES MOBILIARIOS LTDA., Address: Avenida Paulista, 2150, 8º
andar, São Paulo – SP - CEP 01310-300; 18. ITAU CORRETORA DE VALORES S/A, Address: Avenida Brigadeiro Faria Lima,
3500, 3º andar, São Paulo – SP – CEP 04538-132.
| 12. | Specify the proceeds available to be utilized, according
to Paragraph 1 of Article 8 of CVM Instruction 77, of March 29, 2022: |
The proceeds to be utilized by the Company for the
conclusion of the trades authorized herein shall be the Company’s cash or cash equivalents, according to the limits established
in the applicable regulation.
| 13. | Specify why the Board of Directors members believe that the
share buyback will not jeopardize compliance with the obligations assumed with creditors or the payment of fixed or minimum mandatory
dividends: |
The Board of Directors believes that the conclusion
of the trades authorized herein shall not jeopardize the fulfillment of the obligations assumed by the Company, nor will they compromise
the payment of mandatory dividends, given the Company’s liquidity situation, indebtedness, and cash generation.
5
JBS (QX) (USOTC:JBSAY)
Historical Stock Chart
From Nov 2024 to Dec 2024
JBS (QX) (USOTC:JBSAY)
Historical Stock Chart
From Dec 2023 to Dec 2024
