Vale accuses former vice-chairman of board leak and threatens legal action

Vale S.A. will pursue civil and criminal remedies against Marcelo Gasparino da Silva, its former vice-chairman, whom the board sanctioned in July for what the company describes as the deliberate disclosure of confidential board information, it said on 9 October.

In a clarification note filed with the US Securities and Exchange Commission on 9 October, the Brazilian miner also said it had served an extrajudicial notice on him demanding that he stop publishing statements it calls false and defamatory. The note was issued, Vale said, in light of "recent media reports and unfounded statements shared on social media" about its processes and management conduct. It is the company's fullest public account so far of the dispute that followed a change of board chair in July.

What Vale says happened

The sanction applied to Gasparino followed recommendations from the Audit and Compliance Department and the Audit and Risk Committee, the 9 October filing says. It was based on an investigation by an independent external law firm retained under a board resolution. Vale said that investigation showed intentional disclosure of internal, non-public information about the board meeting held on 19 June 2026.

The company said Gasparino admitted on two separate occasions that he had sent an external market analyst a draft statement and vote that he had written. The first, it said, was in his resignation letter. The second was in a statement he presented at a board meeting, which Vale said he later made public. The filing says he was offered several opportunities to give his views to the investigators and to the board, including at the meeting that decided the sanction, and chose not to.

Vale also said it learned that the Brazilian securities regulator, the CVM, has opened an administrative proceeding into Gasparino's conduct, and that it continues to supply the regulator with the information requested. It said it updated item 7.8 of its Reference Form on the same day. A lawyers' letter attached to the filing says the duty of confidentiality continues after a director leaves office and that Vale will seek liability "not only in the civil sphere, but particularly in the criminal sphere".

A response from Gasparino was not available in the documents reviewed. The filing describes his public statements but does not reproduce them.

How the dispute reached this point

The sequence began at an extraordinary general meeting on 22 July. The final voting map covers 3,508,495,389 common shares, or 82.4 per cent of Vale's voting capital. For the chair, Manuel Lino Silva de Sousa Oliveira received 1,977,262,848 votes in favour. Gasparino, who also stood, received 1,065,493,489 in favour and 1,189,753,648 against, with abstentions including blank votes of 1,253,248,252. For the single open board seat, Ieda Gomes Yell received 2,400,170,665 votes in favour, against 628,533,132 for José Maurício Pereira Coelho.

Folhapress, in a report carried by Jornal de Brasilia, said Coelho was the candidate of Previ, the pension fund of Banco do Brasil staff and Vale's largest individual shareholder, and that Gomes was the name the board had recommended. The report said Previ wants to increase the board's independence, and that the chair change came about eight months before the current mandates end, which surprised investors and analysts. It also said the previous chair, Daniel Stieler, had resigned in early July.

The same day, the board resolved to impose the sanction of removal on Gasparino. In a press release dated 22 July, Vale said the leak concerned the 19 June meeting and that, under its Misconduct Management Policy, removing a sitting director requires shareholder approval at a general meeting. The board also took him off the Nomination and Governance Committee and the People and Compensation Committee.

Folhapress reported that the CVM opened a process on 23 July to examine the removal and had asked Vale for information. It also reported a second CVM inquiry into compensation paid to Stieler and said Vale told the regulator that the payment related to a confidentiality, non-competition and non-defamation contract.

On 27 July, Vale said it had received a letter from Gasparino resigning as a member and vice-chairman of the board with effect from 1 August. Reuters reported at the time that the resignation was the latest in governance tensions that had produced the new chairman a week earlier. In the 9 October note, Vale said the resignation made the planned shareholder meeting on his removal moot.

The CVM case, court action and the vacated seat

Three points remain open. The CVM proceedings have not been concluded, the filings and press reports reviewed indicate. Vale has said it will take further measures against Gasparino but has not said whether it has filed any court action. And the board's own composition is still in flux: Vale told the market on 27 July that its board, supported by the Nomination and Governance Committee, would assess the measures needed after the resignation, and the sources reviewed do not report a replacement for the vacated seat.

The episode shows how a dispute over board succession, the confidentiality of board deliberations and regulatory scrutiny can run in parallel. Vale has said it remains committed to the highest standards of corporate governance, ethics and transparency, its filing says.