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

March 2010

Vale S.A.

Avenida Graça Aranha, No. 26
20030-900 Rio de Janeiro, RJ, Brazil
(Address of principal executive office)

(Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.)

(Check One) Form 20-F þ 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))

(Check One) Yes o No þ

(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))

(Check One) Yes o No þ

(Indicate by check mark whether the registrant by furnishing the information contained in this Form is also thereby furnishing information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.)

(Check One) Yes o No þ

(If “Yes” is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b). 82-     .)

 

 

BOARD OF DIRECTOR’S REPORT ON THE PROPOSAL FOR THE CAPITAL
INCREASE THROUGH THE CAPITALIZATION OF RESERVES

The Board of Directors of Vale S.A. (“Vale”), after conducting the analysis of the Executive Officers Board Proposal for Proposal for a capital increase, through capitalization of reserves, without the issuance of shares, and the consequent change of the head of article 5 of Vale’s By-Laws, is favorable to the submission of such proposal to the Shareholders resolution at Ordinary General Shareholder Meeting to be held in April, 2010.

Rio de Janeiro, February 10, 2010.

Jorge Luiz Pacheco		José Ricardo Sasseron
Director		Director
Renato da Cruz Gomes		Sandro Kohler Marcondes
Director		Director
Oscar Augusto de Camargo Filho		Eduardo Fernando Jardim Pinto
Director		Director
Francisco Augusto de Costa e Silva		Hajime Tonoki
Director		Director

Paulo Sérgio Moreira da Fonseca
Director

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.