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
March 2023
(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/MF No. 06.164.253/0001-87
NIRE 35.300.314.441
Publicly-Held Company
MINUTES OF THE
BOARD OF DIRECTORS’ MEETING
HELD ON MARCH
22, 2023
I.
Date, Time and Place:
March 22, 2023, at 10 a.m., exclusively in digital form, deemed to be held at the headquarters of Gol Linhas Aéreas Inteligentes
S.A. (“Company”), at Praça Comandante Linneu Gomes, S/N, Entrance 3, at the Board of Directors’ Meeting
Room, Jardim Aeroporto, ZIP Code 04626-020, in the city and State of São Paulo.
II.
Call Notice and Attendance:
The call was made pursuant to the Company's Bylaws ("Bylaws"), with the majority of the members of the Company's Board of Directors
attending: Marcela de Paiva Bomfim Teixeira, Paulo Sergio Kakinoff, Germán Pasquale Quiroga Vilardo, Philipp Schiemer and Anmol
Bhargava.
III.
Chair:
Ms. Marcela de Paiva Bomfim Teixeira chaired the meeting and invited Ms Renata Domingues da Fonseca Guinesi to act as secretary.
IV.
Agenda:
To resolve on: (i) the ratification of the incorporation of Smiles Fidelidade S.A., a subsidiary of Gol Linhas Aéreas S.A.;
(ii) the content of the Management Proposal regarding the Company’s Extraordinary Shareholders’ Meeting; (iii)
the call for the Company's Extraordinary Shareholders’ Meeting, pursuant to the Management’s Proposal indicated on item (ii)
of this Agenda; and (iv) the authorization to the Company’s Executive Officers to practice any and all acts for the consummation
of the matters set forth on this Agenda.
V.
Deliberations:
The members of the Board of Directors, in their entirety, had put under discussion the matters of the Agenda and approved, by unanimous
votes, without any restrictions or reservations:
| (i) | the ratification
of the incorporation by Gol Linhas Aéreas S.A., a closed corporation, enrolled with the CNPJ/MF under No. 07.575.651/0001-59, with
its headquarters located in the city of Rio de Janeiro, State of Rio de Janeiro, at. Praça Senador Salgado Filho, S/N, Santos Dumont
Airport, térreo, public area, between axes 46-48/O-P, Back Office Management Room, ZIP Code 20021-340, of Smiles Fidelidade
S.A., closed corporation, enrolled with the CNPJ/MF under No. 48.946.987/0001-68, with its headquarters located in the city of São
Paulo, State of São Paulo, at Praça Comandante Linneu Gomes, S/N, Entrance 3, at the Board of Directors’ Meeting Room,
Jardim Aeroporto, ZIP Code 04626-020; |
| (ii) | the content
of the Management Proposal regarding the Company’s Extraordinary Shareholders’ Meeting; |
| (iii) | the call for
the Company’s Extraordinary Shareholders’ Meeting, whose call notices will be published in the manner and within the period
established by law, to resolve on (a) to amend article 5, caput, of the Company’s bylaws in order to reflect the Company's
current capital stock, considering the changes approved by the Company’s Board of Directors; |
(b) the amendment of
article 6, caput, of the Company’s bylaws in order to increase of the Company’s authorized capital; (c) the
consolidation of the Company’s bylaws; and (d) the conversion of senior secured notes due 2028 issued by Gol Finance, held
by Abra Group Limited, into exchangeable senior notes due 2028, issued by Gol Equity Finance, in the amount of up to US$ 1.4 billion,
which underlying warrants will be opportunely issued by the Company, considering the preemptive rights of the shareholders, within the
scope of the transaction disclosed to the market on March 3, 2023 and for the purposes of art. 4, caput, item IV, and paragraph 4, of
CVM Resolution No. 77, of March 29, 2022.
| (iv) | the authorization
to the Company’s Executive Officers to practice any and all acts for the consummation of the matters set forth on the items above. |
VI.
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.
VII.
Signatures:
Chair: Marcela de Paiva Bomfim Teixeira; Secretary, Ms Renata Domingues da Fonseca Guinesi; Members of the Board of Directors
present: Marcela de Paiva Bomfim Teixeira, Paulo Sergio Kakinoff, Germán Pasquale Quiroga Vilardo, Philipp Schiemer and Anmol
Bhargava.
I hereby certify
that this is a true copy of the minutes drawn up in the proper book.
São
Paulo, March 22, 2023.
Marcela de Paiva Bomfim Teixeira |
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: March 28, 2023
GOL LINHAS AÉREAS INTELIGENTES S.A. |
|
|
|
|
By: |
/s/ Richard F. Lark, Jr. |
|
|
Name: Richard F. Lark, Jr.
Title: Investor Relations Officer |
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