CPL CPFL Energia SA

 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM 6-K/A

 

REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13A-16 OR 15D-16 UNDER THE

SECURITIES EXCHANGE ACT OF 1934

 

For the month of December, 2019

Commission File Number 32297

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CPFL Energy Incorporated

(Translation of Registrant's name into English)

 

Rua Jorge de Figueiredo Correa, nº 1632, parte
CEP 13087-397 - Jardim Professora Tarcilla, Campinas – SP
Federative Republic of Brazil

(Address of principal executive office)

 

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 if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): [ ]

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): [ ]

 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____

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

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Manual for Participation in the General Shareholders’ Meeting

 

 

 

 

 

 

 

                                                                                                                      

 

 

Extraordinary General Shareholders’ Meeting

CPFL Energia S.A.

January 15^th, 2020

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Manual Index

 

 

1.	Message from the Chairman of the Board of Directors			3
2.	Message from the CEO			4
3.	Guidelines for Participation in the General Meeting			5
		3.1.	Shareholder in Attendance	5
		3.2.	Shareholder Represented by an Attorney in Fact	5
		3.3.	Conflict of Interests	8
4.	Call Notice			9
5.	Proposal of the Administration			11
		(I)	To approve the Amendment and the Consolidation of the Company’s Bylaws	11
		(II)	Clarifications	11

 

1.             Message from the Chairman of the Board of Directors

 

Dear shareholder,

 

On behalf of the Board of Directors of CPFL Energia S.A. (“CPFL Energia” or “Company”), aligned with the corporate governance practices adopted by the Company, based on the principles of transparency, equity, accountability and corporate responsibility (compliance), I have the honor to invite you to attend the Extraordinary General Shareholders’ Meeting (“GM” or “General Meeting”), to be held on January 15^th, 2020, at 10 a.m., at the Company’s headquarters located at Rua Jorge de Figueiredo Corrêa, nº 1.632, part, Jardim Professora Tarcília, Zip Code 13087-397, in the city of Campinas, State of São Paulo.

 

In the expectation that this Manual for Participation will contribute to the goal of facilitating your participation and basing your decisions on transparent and objective information, we highlight the importance of your participation and hope that you can be present.

 

Sincerely,

 

Bo Wen

Chairman of the Board of Directors

 

 

 

2. Message from the CEO

Dear shareholder,

 

This Manual for Participation has as the goal to provide transparency to the Management’s Proposal submitted for the GM’s deliberation.

 

Inside of it you can find information about the agenda and the communication channels with the Company, as well as way by means of which Shareholders may be represented, in case the Shareholders cannot attend the meeting. We remind you that an attorney-in-fact can be nominated to represent you and vote in your behalf on the GM, in case you cannot be present, according to the orientations herein.

 

At the Extraordinary General Meeting of CPFL Energia, in which we expect you to participate, the matter to be discussed is the Amendment and Consolidation of the Company’s Bylaws. In order to deliberate, this Manual describes the proposal and the voting forms.

 

We thank you for the trust shown towards CPFL Energia’ Management and we reaffirm our commitment to the values of transparency, ethics and compliance in the conduction of our businesses.

 

Sincerely,

 

 

Gustavo Estrella

CEO

 

 

 

 

3. Guidelines for Participation in the General Meeting

 

The shareholders may go to the headquarters of the Company on the date of the General Meeting and cast their votes or, if they are unable to attend, they may appoint an attorney in fact, subject to the rules of representation described below.

 

3.1.    Shareholder in Attendance:

 

The shareholder that wishes to participate in the General Meeting shall be present a few minutes before the time mentioned in the Call Notice (10 a.m.), with the following documents:

 

(i) individual: ID card with picture. Examples: RG, RNE, CNH or officially recognized professional class cards;

 

(ii) legal entity: ID card with picture of the legal representative(s) of the shareholder, certified copy of the latest consolidated Bylaws or Articles of Association and corporate documents granting powers of representation (minutes of the election of officers and/or power of attorney);

 

(iii) shareholder incorporated as an Investment Fund: ID card with picture of the legal representative(s) of the administrator of the Investment Fund (or manager, as the case may be), certified copy of the latest consolidated regulation of the fund and of the Bylaws or Articles of Association of its administrator, in addition to the corporate documents granting powers of representation (minutes of the election of officers and/or power of attorney);

 

(iv) in addition to the identification and representation documents, the Company also requests the receipt issued by the depositary financial institution or custodian agent, certificating the shares ownership, at least two (2) business days before the GM.

 

3.2.  Shareholder Represented by an Attorney in Fact:

 

The shareholder that is unable to attend the Extraordinary General Meeting may be represented by an Attorney in Fact, whose powers of representation must have been assigned less than one (1) year before, pursuant to the provisions set forth in paragraph 1 of article 126 of Law No. 6.404/1976 (“Brazilian Corporation Law”).

 

With the exclusive purpose of protecting the interests of its shareholders, and in order to facilitate their representation in the General Meeting, CPFL Energia provides, as a suggestion, at the end of this item, a Form of Power of Attorney granting powers to an Attorney in Fact appointed by the Company, who may represent the shareholders, at no cost and in strict compliance with the powers granted to such Attorney in Fact.

 

 

The powers of attorney, pursuant to paragraph 1 of article 126 of the Corporation Law, can only be granted to parties that meet, at least, one of the following requirements: (i) be a shareholder or officer of the Company, (ii) be an attorney or (iii) be a financial institution. In the case of shareholders that are legal entities, pursuant to the standing adopted by the Full Session of CVM, during a meeting held on November 4, 2014 (Case CVM RJ2014/3578), the attorney in fact does not need to be (i) a shareholder or officer of the Company, (ii) attorney or (iii) financial institution.

 

Article 13, paragraph first, of the Bylaws establishes that the representation documents mentioned below must be sent to the headquarters of the Company up to 48h (forty-eight) hours before the scheduled time of the meeting (which means, until 10 a.m. on January 13, 2019).

 

Please note that the purpose of the request for early delivery of the power of attorney, by those shareholders who intend to be represented by a legally appointed Attorney in Fact, is to facilitate the preparation of the General Meeting, and that it does not represent an obstacle to their participation in case they show up with the documents described below.

 

·      Representation Documents:

 

(i)  Power of attorney with special powers to participate on the GM;

 

(ii) Proof of ownership of the shares issued by CPFL Energia, granted by the depositary financial institution or custodian agent, at least two (2) business days before the GM;

 

(iii)         Legal entity - Bylaws/Articles of Association and minutes of the election of those granting the Power of attorney; and

 

(iv)         ID card with picture of the Attorney in fact - Examples: RG, RNE, CNH or officially recognized professional class cards.

 

It is important to note that the powers of attorney granted in Brazil must be certified by the registry office and those granted abroad must be notarized by a Notary Public or Notary Public duly authorized for this purpose, legalized in a Brazilian consulate or apostilled, translated into Portuguese by a sworn translator and registered before the Register of Deeds and Documents, in accordance with current legislation.

 

 

The representation documents must be delivered to the Investors Relations Office of the Company, located at Rua Jorge de Figueiredo Corrêa, nº 1.632, part, Jardim Professora Tarcília, Zip Code 13087-397, in the city of Campinas, State of São Paulo.

 

·       Form of Power of Attorney

 

 

 

3.3.    Conflict of Interests

 

During the GM, as in the meetings of the Company's management bodies and inspection bodies, the Shareholders present shall express their opinion on the existence of a possible conflict of interest in any matters under discussion or resolution, in which their independence will be compromised. Also, any Shareholder present who has knowledge of a conflicting situation in relation to another Shareholder and the subject matter of the resolution must also be declared. When the conflict of interest is expressed, the conflicting Shareholder shall refrain from voting on that matter. In case the conflicting Shareholder refuses to abstain from voting, the GM president shall determine the annulment of the disputed votes, even after the conclave.

 

 

4. Call Notice

 

CPFL ENERGIA S.A.

Publicly-held Company

CNPJ/MF 02.429.144/0001-93 - NIRE 35.300.186.133

 

EXTRAORDINARY GENERAL MEETING

 

CALL NOTICE

 

The shareholders of CPFL Energia S.A. (“CPLF Energia” or “Company”) are hereby invited, pursuant to article 124 of Law N°. 6,404 of December 15^th, 1976 (“Brazilian Corporation Law”), to attend the Extraordinary General Meeting (“GM” or “General Meeting”) to be held on January 15^th, 2020, at 10:00 a.m., at the Company’s headquarters, located at Rua Jorge de Figueiredo Corrêa, nº 1.632, part, Jardim Professora Tarcília, Zip Code 13087-397, in the city of Campinas, State of São Paulo, to consider and to vote on the following agenda:

 

a.   To approve the Amendment and the Consolidation of the Company’s Bylaws, as follows: The amendment to the caput and items “e”, “g”, “i” and “j” of Article 18 to: (i) exclude the “Deputy Financial Officer” position; (ii) create the “Strategy, Innovation and Business Excellence Vice President” position, and to determine its  attributions; (iii) change the name and attributions of the “Business Development and Planning Vice President”, which shall be called “Business Development Vice President”; (iv) change the attributions of the “Business Management Vice President”; and (v) to change the wording of the attributions of the “Market Operations Vice President”.

 

General Information:

 

1. The shareholders of the Company may participate in the GM provided they are registered in the Register of Book–Entry Shares at Banco do Brasil S.A., Company’s registered agent, and to bring the following documents: (i) individuals - identification document with photo; (ii) legal entities - certified copy of the most recent consolidated Bylaws or Articles of Association and corporate documentation granting powers of representation (minutes of election of the executive officers and/or power of attorney), as well as identification document with photo of the legal representative(s); and (iii) for shareholders organized as Investment Funds - certified copy of the most recent consolidated Bylaws of the fund and the Bylaws or Articles of Association of the fund administrator, and the corporate documentation granting powers of representation (minutes of election of the directors and/or power of attorney), as well as identification document with photo of the legal representative(s).

 

 

2. Any shareholder may appoint a proxy to attend the GM and to vote on their behalf. In the event of representation by proxy, the following documents must be presented: (i) proxy instrument granting special powers for representation at the GM; (ii) Bylaws or Articles of Association and minutes of the election of managers, in case of legal entities; and (iii) identification document with photograph of the proxy. 

 

3. The Company requests that all proxies granted in Brazil have the signature certified by the registry office and that all those granted outside Brazil are notarized by a Public Notary duly authorized for this purpose and consularized in a Brazilian consulate or apostilled, and translated to Portuguese by a certified translator and registered before the Register of Deeds and Documents, according to the legislation currently in force.

 

4. Pursuant to article 126, paragraph 1 of the Brazilian Corporation Law, proxy instruments may only be granted to any person meeting at least one of the following requirements: (i) be a shareholder or manager of the Company, (ii) be a lawyer, or (iii) be a financial institution. For shareholders who are legal entities in accordance with the understanding of the Brazilian Securities Commission (“CVM”) Collegiate Body, issued in the meeting held on November 4^th, 2014 (CVM Proceeding RJ2014/3578), there is no need for the proxy to be (i) a shareholder or senior manager of the Company, (ii) a lawyer, or (iii) a financial institution.

 

5. To facilitate the GM proceedings, the Company requests shareholders to submit their proxy instruments and representation documents forty-eight (48) hours prior to the GM, as provided in the Paragraph 1 of article 13 of the Company’s Bylaws. Shareholders attending the GM with the required documents will be allowed to participate and to vote even if they had not submitted mentioned documents in advance.

 

6. Under article 135, paragraph 3 of the Brazilian Corporation Law and in keeping with articles 6 et seq. of CVM Instruction No. 481, all documents pertaining to the matters to be considered and voted on at the GM are available to shareholders as from this date at the Company’s principal place of business, on its Investor Relations website (http://ri.cpfl.com.br), and on the websites of the CVM (www.cvm.gov.br) and the B3 S.A. – Brazil, Stock Exchange, Counter (www.b3.com.br).

 

Campinas, January 15^th, 2020

 

 

Bo Wen

Chairman of the Board of Directors

 

5. Proposal of the Administration

 

Campinas, January 15^th, 2020.

 

PROPOSAL OF THE ADMINISTRATION

FROM CPFL ENERGIA S.A.

 

Dear Sirs,

 

The Board of Directors of CPFL Energia S.A. (“CPFL Energia” or “Company”) submits to its shareholders’ analysis the Management Proposal (“Proposal”) on the matter to be resolved by the Extraordinary General Meeting (“GM” or “General Meeting”) to be held on January 15^th 2020, at 10:00 a.m., as follows:

 

I.        To approve the Amendment and the Consolidation of the Company’s Bylaws

 

The Company’s Management recommends to the Company’s shareholders the examination and resolution on the approval of the proposal for the amendment and the consolidation of the Company’s Bylaws, as follows: The amendment to the caput and items “e”, “g”, “i” and “j” of Article 18 to: (i) exclude the “Deputy Financial Officer” position; (ii) create the “Strategy, Innovation and Business Excellence Vice President” position, with the following attributions: to conduct and lead the strategy and innovation (including Research & Development), as well as the quality and business excellence management, in the Company and its direct or indirect subsidiaries, in line with the Company’s strategic plan; (iii) change the name and attributions of the “Business Development and Planning Vice President”, which shall be called “Business Development Vice President” and have the following attributions: to conduct and lead the assessment of the potential new businesses and the development of new businesses related to the areas of electricity distribution, generation, commercialization, transmission and services, and other related or complementary activities; the assessment of potential business and assets sales, in the Company and its direct or indirect subsidiaries, in line with the Company’s strategic plan; (iv) change the attributions of the “Business Management Vice President” that shall have the following attributions: to conduct and lead the information technology, supplies, infrastructure and logistics processes and systems, as well as propose, examine, assess, plan and implement new projects and investments pertinent to these processes, in the Company and its direct and indirect subsidiaries, in line with the Company’s strategic plan; and (v) change the wording of the attributions of the “Market Operations Vice President” to clarify it as follows: to conduct and lead the generation, commercialization, transmission and services businesses of direct and indirect subsidiaries of the Company and coordinate CPFL Energias Renováveis S.A. business, and also propose and manage investments related to these businesses, propose and implement new projects, ensure excellence and development of operations, plan and conduct energy and service sale activities, while complying and ensuring compliance with the regulations and risks inherent to the businesses, and manage energy efficiency operational engineering and processes, in line with the Company’s strategic plan.