SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
REPORT OF FOREIGN ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16 OF THE
SECURITIES EXCHANGE ACT OF 1934
For the month of November 2022
(Commission File No. 001-32221)
GOL LINHAS AÉREAS INTELIGENTES S.A.
(Exact name of registrant as specified in its charter)
GOL INTELLIGENT AIRLINES INC.
(Translation of registrant’s name into English)
Praça Comandante Linneu Gomes, Portaria 3, Prédio 24
Jd. Aeroporto
04630-000 São Paulo, São Paulo
Federative Republic of Brazil
(Address of registrant’s 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 ______
Indicate by check mark whether the registrant by furnishing the
information contained in this Form is also thereby furnishing the
information to the Commission pursuant to Rule 12g3-2(b) under
the Securities Exchange Act of 1934.
Yes ______ No ___X___
GOL LINHAS AÉREAS INTELIGENTES S.A.
CNPJ/ME No. 06.164.253/0001-87
NIRE 35.300.314.441
MINUTES OF THE BOARD OF DIRECTORS’ MEETING
HELD ON OCTOBER 26, 2022
I. Date, Time and Place: On October 26, 2022, at 10 a.m., held physically and digitally, considered held at the headquarters of Gol Linhas Aereas Inteligentes S.A. (“Company”), at Praça Comandante Linneu Gomes, s/n, Portaria 3, at the Board of Director’s meetings room, Jardim Aeroporto, ZIP Code 04626-020, in the city of and State of São Paulo. This Meeting began on October 25, 2022, at 12pm, and suspended at 6pm. The Meeting was subsequently resumed on October 26, 2022, at 10am.
II. Call Notice and Attendance: The call was waived in view of the attendance of all members of the Board of Directors: Constantino de Oliveira Junior, Joaquim Constantino Neto, Ricardo Constantino, Paulo Sergio Kakinoff, Marcela de Paiva Bomfim Teixeira, Germán Pasquale Quiroga Vilardo, Philipp Schiemer and Anmol Bhargava.
III. Chair: Mr. Constantino de Oliveira Junior was the chairman of the meeting and invited me, Mrs. Renata Domingues da Fonseca Guinesi, to act as secretary of the meeting.
IV. Agenda: Resolve on the approval of (a) the Management Report and accounts presented by the Management for the Third Quarter 2022 ended September 30, 2022; (b) the Company’s individual and consolidated quarterly information (“ITR”) for the period ended on September 30, 2022, including the report on the review of quarterly information issued by pela da Ernest & Young Auditores Independentes (“Auditors”); (c) the Company's Unaudited Interim Condensed Consolidated Financial Statements for the period ended September 30, 2022; and (d) approval of the number of shares that will be granted in 2022 to the participants of the Restricted Shares Plan and the Stock Options Plan.
V. Initial Analysis and Suspension the Meeting: After due analysis of the documents that were available to the Board of Directors, the Directors decided to suspend the meeting for the period necessary for the independent auditors to present their opinion on the Financial Statements.
VI. Resumption of the Meeting and Resolutions: With the work resumed at 10am of October 26, 2022, the members of the Board of Directors, in their entirety, discussed the matters on the Agenda and decided to approve, by unanimous vote and without any restrictions or reservations:
(a) the Management Report and accounts presented by the Management for the Third Quarter 2022 ended September 30, 2022;
(b) the Company’s ITR for the period ended on September 30, 2022, including the report on the review of quarterly information issued by the Auditors, which, duly approved and initialed by the chairman and the secretary of the meeting, will be filed with the Company’s head office and disclosed on the due date;
(c) the Company's Unaudited Interim Condensed Consolidated Financial Statements for the period ended September 30, 2022; and
(d) the grant in 2022 of 4,805,870 preferred shares of the Company, of which 637,830 preferred shares will be granted in accordance with the Company’s Restricted Shares Plan, and 4,168,040 preferred shares will be granted in accordance with the Company’s Stock Options Plan, in each case without preemptive rights of current shareholders.
VII. Suspension of the Meeting and Drawing-up of the Minutes: The word was offered to whoever might wish to use it and, as no one did, the work was suspended for the time necessary for the drawing up of these minutes, which, once the work was reopened, were read, checked, and signed by the those present.
Signatures: Chair: Chairman: Constantino de Oliveira Junior; Secretary: Mrs. Renata Domingues da Fonseca Guinesi; Members of the Board of Directors Present: Constantino de Oliveira Junior, Joaquim Constantino Neto, Ricardo Constantino, Paulo Sergio Kakinoff, Marcela de Paiva Bomfim Teixeira, Germán Pasquale Quiroga Vilardo, Philipp Schiemer e Anmol Bhargava.
I hereby certify that this is a faithful copy of the minutes that were drawn-up in the proper book.
São Paulo, October 26, 2022.
Constantino de Oliveira Junior Chairman | Renata Domingues da Fonseca Guinesi Secretary |
SIGNATURE
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 3, 2022
| GOL LINHAS AÉREAS INTELIGENTES S.A. | ||
| By: | /s/ Richard F. Lark, Jr. | |
Name: Richard F. Lark, Jr. Title: Investor Relations Officer | ||
