cpl20170119_6k.htm - Generated by SEC Publisher for SEC Filing
 
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 UNDER THE
SECURITIES EXCHANGE ACT OF 1934
 
For the month of January, 2017

Commission File Number 32297


 
CPFL Energy Incorporated
(Translation of Registrant's name into English)

 
Rua Gomes de Carvalho, 1510, 14º andar, cj 1402
CEP 04547-005 - Vila Olímpia, São Paulo – 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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1. Message from the Chairman of the Board of Directors |Page 04|

 

2. Message from the CEO |Page  06|

 

3. Guidelines  for Participation in the Meeting |Page 08|

3.1. Shareholder in Attendance

3.2. Shareholder Represented by an Attorney in Fact

- Form of Power of Attorney

3.3. Vote by Distance Vote Report

3.3.1. Distance Vote cast directly

3.3.2. Vote by Proxy cast through service providers

3.3.3. Additional information

3.4. Holders of ADRs

 

4. Call Notice |Page 18|

 

5. Proposal by the Administration |Page 22|

 

6. Clarifications |Page 27|



 



 



 



 



 



 

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The shareholders may go to the headquarters of CPFL Energia S.A. (“CPFL Energia or the Company) on the date of the Extraordinary General Meeting (AGE or 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, or cast their vote by filling in and submitting a Distance Vote Report, pursuant to CVM Ruling No. 481/09, as amended by CVM Ruling No. 561/15.

 

03..1  Shareholder in Attendance:

 

The shareholder that wishes to participate in the Extraordinary 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 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)

 



 

 

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03 . 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 (“Corporation Law).

 

With the exclusive purpose of protecting the interests of its shareholders, and in order to facilitate their representation in the Extraordinary 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 CPFL Energia, 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.

 

The shareholder represented by a power of attorney shall follow the procedure described below:



 

 

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Deadline for the submittal of the Representation Documents

By 10am on February 15 article 11 of the Bylaws

Representation Documents

Power of attorney* and ID card with picture

Proof of ownership of the shares issued by CPFL Energia and

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

Place for Delivery of the Representation Documents

Rua Gomes de Carvalho, 1510, 14th floor, Vila Olímpia, CEP 04547-005, o Paulo/SP To Corporate Governance Office

 

* Please note that powers of attorney granted in Brazil must have the corresponding signatures certified and that the ones granted abroad must be notarized and apostilled by a Notary Public duly certified for this purpose, as well as legalized by a Brazilian consulate and translated into Portuguese by a sworn translator.

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 an legally- appointed Attorney in Fact, is to facilitate the preparation of the Extraordinary General Meeting, and that it does not represent an obstacle to their participation.



 



 



 

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03..3  Vote by Distance Vote Report

According to CVM Ruling No. 481/09, as amended  by CVM Ruling No. 561/15, the Company shall adopt, beginning on January 1, 2017, a remote voting system, which will enable its shareholders to take part in the Extraordinary General Meeting by means of the filling in and submittal of a distance vote report, made available by the Company, on the date hereof, on its investor relations website (www.cpfl.com. br/ri), as well as on the websites of CVM (www.cvm.gov.br), and BM&FBovespa S.A. Bolsa de Valores, Mercadorias e Futuros (www.bmfbovespa.com.br) and that of the U.S. Securities and Exchange Commission SEC ( www.sec.gov).

Thus, shareholders shall be able to fill in and submit, from the date hereof, the Distance Vote Report, at their discretion, either (i) directly to the Company; or (ii) through instructions transmitted to their corresponding custodians or to the depositary agent of the Company, depending on whether or not the shares are deposited with a central depositary.

The Company warns that, in either case, the Distance Vote Report, must be received at least seven (7) days in advance of the date of the Extraordinary General Meeting, i.e., by 11:59 p.m. on February 9, 2017.

3.3.1. Vote by Distance Vote Report cast directly

The shareholder that chooses to submit the Proxy Card directly to CPFL Energia shall send the following documents to Rua Gomes  de Carvalho, 1510, 14th floor, suite 142, Vila Olímpia, CEP: 04547-005, o Paulo/SP Brazil, c/o the Corporate Governance Office:



 

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(i) hard copy of the Proxy Card duly filled in, initialed and signed; and

(ii) certified copy of the documents described in the chart found in item 3.1 above, as the case may be.

 

If it chooses to do so, the shareholder shall also be able to send the digitalized documents mentioned above to the email address [ri@cpfl.com.br].

Upon receipt of the Distance Vote Report and of the documents attached to it, the Company shall report such receipt to the shareholder and shall inform whether or not such report is acceptable pursuant to the provisions set forth in article 21-U of CVM Ruling No. 481, as amended  by CVM Ruling No. 561/15.

During the remote vote term, the shareholder may change its vote instructions as often as it deems necessary, and the instruction that is valid on the date closer to the date of the Extraordinary General Meeting shall prevail.

3.3.2. Vote by Proxy cast through service providers

The shareholder who chooses to cast its remote vote through service providers shall transmit its voting instructions to its respective custodian agents or to the depositary agent of the shares issued by Company, depending on whether or not its shares are deposited with a central depositary, and provided that the rules determined by them are fully observed.

In that regard, the shareholders shall contact their custodian agents or the depositary agent of the shares issued  by Company and verify the procedures they have established for the issuance of voting instructions by Proxy Cards, as well as the documents and information that may be required by them.

The Company  states  that conflicting voting instructions  will be disregarded. Conflicting voting instructions are considered as the ones originating from the same shareholder that, with regard to the same resolution, have voted in different

 



 

 

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directions,  in different Proxy  Cards  submitted  by different service  providers. Nevertheless, voting instructions received from a depositary agent that has issued Depositary Receipts abroad with regard to the underlying shares of such Depositary Receipts shall not be deemed to be conflicting, even if they are rendered in different directions.

 

 

3.3.3. Additional information

 

 

 

Provided that the corresponding Distance Vote Report is deemed  valid by the Company, the shareholder that decides to cast a remote vote shall be deemed to be exercising its voting right in person, and shall be considered to be in attendance for all effects of the Corporation Law.

 

 

The voting instruction originating from the same shareholder shall be attributed to all shares held by the same CPF or CNPJ, as the case may be, according to the shareholding positions provided by the depositary agent.

 

 

In  case of divergence between the data included in a Distance  Vote  Report submitted directly to the Company and a voting instruction included in a voting map submitted by the depositary agent with respect to the same shareholder, the voting instruction included in the voting map submitted by the depositary agent shall prevail and the Distance Vote Report shall be disregarded by the Company.

 

 

Remote voting instructions given by shareholders or representatives of shareholders that attend the Extraordinary General Meeting in person and request to cast a vote shall also be disregarded by the chairman of the Extraordinary General Meeting.

 

 

Finally, CPFL states that, according to the Material Fact disclosed on January 10, 2017, the shareholders who hold, at least, one percent (1%) of the shares issued by the Company have been granted a term of two (2) business days, as of January 11, 2017, to request from the Company the inclusion of candidates to the Board of Directors

 



 

 

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and to the Audit Committee in the Distance Vote Report. The Company stresses that any requests met may be revoked, until the date of the Extraordinary General Meeting, by means of a written notice sent by the corresponding proponents and addressed to the Investor Relations Officer, in which  case all votes already cast shall

be disregarded.

 

 

 

 

03 . 4  Holders of ADRs

 

 

The financial institution that is the depositary of the American Depositary Receipts (ADRs) in the United States of America is Citibank, N.A. (“Citibank).

 

 

 

Citibank shall send the proxy cards (proxies) to the holders of the ADRs, so that they can exercise their voting rights, and shall be represented during the Extraordinary General Meeting by its representative in Brazil, Banco Bradesco S.A.

 

 

Any doubts about procedures, deadlines and matters submitted for deliberation can be clarified with the Investor Relations Department team through the following channels of communication:

 

 

email address: ri@cpfl.com.br

 

Phone: + 55 19 3756 6083

 

 



 



 

 

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CPFL ENERGIA S.A.
Publicly-held Company
CNPJ/MF 02.429.144/0001-93
- NIRE 35.300.186.133

 

EXTRAORDINARY GENERAL MEETING
CALL NOTICE

As requested by shareholders Camargo Cora S.A. and ESC Energia S.A., pursuant to item c” of the sole paragraph of article 123 of Law No. 6404, of December 15, 1976 (Corporation Law), all Shareholders of CPFL Energia S.A. (Company) are hereby called to attend the Extraordinary General Meeting (AGE) to be held on February 16, 2017, on 10 a.m., at the corporate headquarters of the Company, located at Rua Gomes de Carvalho, 1510, 14th floor, suite 142, Vila Olímpia, in the City of o Paulo, State of o Paulo, in order to discuss the following matters, included in the agenda:

a. Replacement of members of the Board of Directors and definition of the number of members to compose the Board of Directors until the end of the term of office in course, subject to the provisions set forth in article 15 of the Companys Bylaws; and

b. Replacement of members of the Audit Committee and definition of the number of members to compose the Audit Committee until the end of the term of office in course, subject to the provisions set forth in article 26 of the Companys Bylaws.

General Information:

1. Shareholders who hold common  shares issued by the Company shall be able to take  part in the Extraordinary  General Meeting,  provided that their shares are registered  in the Registered Share Registry of the financial institution that is the depositary of the shares Banco do Brasil S.A., and provided that they bear

 



 

 

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the following documents: (i) individuals - ID card with picture; (ii) legal entity - 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), as well as ID card with picture of the legal representative(s); and (iii) shareholder incorporated as Investment Funds - certified copy of the latest consolidated fund regulation and 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); as well as ID card with picture of the legal representative(s).

 

 

2.  All shareholders  shall  be able  to appoint attorneys  in fact  to attend the Extraordinary General Meeting and to vote on their behalf. In case of representation, the following documents must be submitted: (i) power of attorney, with specific powers to represent the shareholder during the Extraordinary General Meeting; (ii) bylaws or articles of association and minutes of the election of the officers, if the shareholder is a legal entity and (iii) ID card with picture of the attorney in fact.

 

 

3. 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.

 

 

4. In order to promote agility in the process of the Extraordinary General Meeting, the Company asks shareholders to deposit all powers of attorney and representation documents twenty-four  (24) hours in advance of the date of the Extraordinary General Meeting, in accordance with the main section of article 11 of the Companys Bylaws.  Shareholders  who attend the Extraordinary  General Meeting with the required documents may participate and vote, even if they have previously failed to deposit them.

 



 

 

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5.AccordingtotheSecuritiesCommission(CVM)InstructionNo.481/09,asamended, the Company shall adopt a remote voting system, enabling the shareholders to take part in the Extraordinary General Meeting by filling in and submitting a Proxy Card to the custodians and depositary agent or directly to the Company, pursuant to the instructions contained in the Proposal by the Administration.

 

 

6. According to article 135, paragraph 3 of the Corporation Law and in compliance with the provisions  set  forth in article 6 et seqq.  of CVM Ruling  No.  481 of December 17, 2009, all documents relating to the matters to be discussed during the Extraordinary General Meeting are at the disposal of the shareholders, as of the date hereof, at the Companys headquarters, in its Investor Relations website (www. cpfl.com.br/ri), as well as in the websites of CVM (www.cvm.gov.br), BM&FBovespa S.A. Bolsa de Valores, Mercadorias e Futuros (www.bmfbovespa.com.br) and the U.S. Securities and Exchange Commission SEC (www.sec.gov).

 

 

o Paulo, January 17, 2017

 

 

 

Murilo Cesar  L. S. Passos

 

Chairman of the Board of Directors

 

 

 

Call Notice to the Extraordinary General Meeting of CPFL Energia S.A. published in the newspaper Valor Econômico and in the Official Gazette of the State of São Paulo on January 17, 18 and 19, 2017.

 

 

Although the first call to Meetings must be made by publicly held companies fifteen (15) days in advance, in accordance with current legislation, the Company must publish its Call Notices at least 30 days in advance, pursuant to the provisions set forth in Article 8 of CVM Ruling No. 559/15, ensuring sufficient time for the necessary procedures of manifestation of the holders of ADRs traded on the New York Stock Exchange (NYSE), in addition to allowing shareholders to participate through the remote voting system.

 



 



 

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According to the provisions set forth in CVM Ruling No. 481/2009, as amended by CVM Ruling No. 561/15, this Manual submits to the examination of the shareholders a  Proposal   by the Administration  of CPFL  Energiaincluding the necessary clarifications to enable the shareholders to vote in a mindful and informed manner:

I. Replacement of the members of the Board of Directors and definition of the number of members required to integrate the Board of Directors until the end of the term of office, in accordance with the provisions set forth in article 15 of the Articles of Incorporation of the Company

In view of the receipt of the request for call notice sent by shareholders Camargo Cora S.A.  and  ESC Energia  S.A.,  under the terms  of subitem  c” of the sole paragraph of art. 123 of Law 6,404/76 (Exhibit I), the Meeting shall resolve on the new composition of the Board of Directors of the Company.

Additionally, pursuant to the provisions set forth in OFFICIAL LETTER/CVM/SEP/No.02/2016 which establishes general guidelines on the procedures to be observed by publicly-held companies, including the preparations for the Meeting there not being a fixed number of members set forth in the Bylaws of the Company, it shall be incumbent upon the Meeting, concomitantly with the replacement of the members of the Board of Directors, to define the number of members that will compose the Board of Directors until the end of the term of office of the replaced members.

In this sense, as set forth in the main section of article 15 of the Bylaws of the Company, its Board of Directors shall be comprised of at least seven (07) and at most nine (09) members, all of them with a unified term of office of one (01) year, reelection being permitted.

It  is  worth emphasizing  that the Compan is  listed on the New Market  of BM&FBOVESPA and, under the terms of the New Market Listing Regulation, at least twenty percent  (20%) of the members of the Board of Directors shall be

 



 

 

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Independent Board Members, which shall be expressly stated in the minutes of the general meeting that elects them, the board member(s) elected upon the power set forth in §§ 4 and 5 of article 141 of the Corporation Law being also considered as independent.

 

 

Thus, the Management of the Company proposes the maintenance of the number of members required to integrate the Board of Directors in seven (07), two (02) of them being an Independent Board Member, as set forth in the New Market Listing Regulation. Therefore, if the Meeting so resolves, the number of members to be elected by majority voting shall be seven (07). This number  may be increased by at most one (01) member, in view of any separate request for election, under the terms of art. 141, paragraph 4, of the Corporation Law.

 

 

The management  of the Company  was informed by shareholders  Camargo Correa S.A. and  ESC Energia S.A. that, as proposed by State Grid Brazil Power Participações Ltda. (State Grid), in preparation for the closing of the transaction of transfer of the shares that comprise the Controlling Group of the Company (closing), it is intended that the Board of Directors continues to be comprised of seven (07) acting and deputy members until Annual General Meeting of CPFL Energia that approves the accounts for the 2016 fiscal year, and the election of the following candidates, keeping in the position the independent councilor Ana Maria Elorrieta:

 

 

1. Yuhai Hu

 

2. Daobiao Chen

 

3. Yang Qu

 

4. Yumeng Zhao

 

5. Andre Dorf

 

6. Antonio Kandir (membro independente)

 

 

 

Still in relation to the election of board members by non-controlling shareholders, it is emphasized that, at the meeting held on April 11, 2006, the Full Board of CVM


 


 

 

 

25

 

resolved to maintain the interpretation of article 141, § 5, of the Corporation Law, given at the meeting held on November 08, 2005, (CVM Process No. RJ/2005/5664), which establishes that, in the cases in which the Company issued voting shares only, the majority of the shareholders representing at least 10% (ten percent) of the total voting shares, except for the controlling shareholder, shall have the right to elect a member and the respective deputy for, and to remove them from, the Board of Directors by means of separate voting at the General Meeting.

 

 

II. Replacement of the members of the Audit Committee and definition of the number of members required to compose the Audit Committee until the end of the term of office in course, in accordance with the provisions set forth in article 26 of the Bylaws of the Company

 

 

In view of the receipt of the request for call notice sent by shareholders Camargo Correa S.A. and ESC Energia S.A., under the terms of letter c” of the sole paragraph of art. 123 of Law 6,404/76, the Meeting shall resolve on the new integration of the Audit Committee. In addition, the effective member Marcelo de Andrade, and his respective deputy Susana Amaral Silveira, elected in a separate vote by the minority shareholders, submitted a letter of resignation, effective as of the closing.

 

 

In view that art. 26 of the Bylaws of the Company establishes the minimum number of three (03) and  the maximum number of five (05) acting  and deputy audit committee members, it shall also be incumbent upon the Meeting, concomitantly with the replacement of the members of the Audit Committee, to define the number of members required to integrate the Audit Committee until the end of the term of office of the replaced audit committee members.

 

 

Thus, the Management of the Company was informed by the shareholders Camargo Correa S.A. and ESC Energia S.A. that, as proposed by State Grid, in preparation for the closing, it is intended that the Audit Committee be composed of a total of three (03) members, and the election of the following candidates and respective deputies was proposed for the office of audit committee members appointed by

 



 

 

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the controlling shareholders:

 

 

Membro Titular

Membro Suplente

Yuehui Pan

Chenggang Liu

Ran Zhang

Jia Jia

Luiz Augusto Marques Paes

Reginaldo Ferreira Alexandre

 

 

 

Under the terms of CVM Ruling No. 481, as amended, there may be the appointment of candidates for the office of representatives of the non-controlling shareholders to the Audit Committee of the Company. Information on the potential candidates shall be made available at the head office of the Company, on its website (www. cpfl.com.br/ri) and on the website of CVM (www.cvm.gov.br).

 

 

The Company informs that the information required under the terms of article 10 of CVM Ruling No. 481/09, as amended, related to the candidates appointed to compose the Board of Directors and the Audit Committee of the Company, is detailed in Exhibit II to this Proposal of the Management as well as available, from the date hereof, at the head office of the Company, on its  website (www.cpfl.com.br/ri)  and on the websites  of CVM  (www.cvm.gov. br), BM&FBOVESPA (www.bmfbovespa.com.br) and U.S. Securities and Exchange Commission SEC (www.sec.gov).

 

 

Moreover, in view of the adoption of the adoption of the distance voting procedure by the Company as of January 1, 2017, the Company informs that this Proposal of the Management, as set forth in Exhibit III, includes the Distance Voting Report set forth in articles 21-H et seq of CVM Ruling No. 481/09, as amended. A copy of the aforesaid Distance Voting Report is available at the head office of the Company, on its website (www.cpfl.com.br/ri) and on the websites of CVM (www. cvm.gov.br), BM&FBOVESPA (www.bmfbovespa.com.br) and SEC (www.sec.gov).

 


 


 

 



 

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All documents relating to the proposals submitted to resolutions of the Meeting are available at the Companys headquarters, in its website (www.cpfl.com.br/ ri), as well as in the websites of CVM (www.cvm.gov.br), BM&FBOVESPA (www. bmfbovespa.com.br) and of SEC ( www.sec.gov).

In addition to the information included in this Manual and in the Attachments hereto, the shareholders of CPFL Energia may resolve any doubts by means of direct contact with the Investor Relations Department, by electronic message (ri@cpfl.com.br) or by telephone (+55 19 3756 6083), which are, from now on, available to promptly be contacted in case of any need.

 

 

Sincerely,

Murilo  Cesar L. S. Passos
Chairman of the Board of Directors

 



 

 


 

 
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.
Date: January 19, 2017
 
CPFL ENERGIA S.A.
 
By:  
         /S/  GUSTAVO ESTRELLA
  Name:
Title:  
 Gustavo Estrella 
Chief Financial Officer and Head of Investor Relations
 
 
FORWARD-LOOKING STATEMENTS

This press release may contain forward-looking statements. These statements are statements that are not historical facts, and are based on management's current view and estimates of future economic circumstances, industry conditions, company performance and financial results. The words "anticipates", "believes", "estimates", "expects", "plans" and similar expressions, as they relate to the company, are intended to identify forward-looking statements. Statements regarding the declaration or payment of dividends, the implementation of principal operating and financing strategies and capital expenditure plans, the direction of future operations and the factors or trends affecting financial condition, liquidity or results of operations are examples of forward-looking statements. Such statements reflect the current views of management and are subject to a number of risks and uncertainties. There is no guarantee that the expected events, trends or results will actually occur. The statements are based on many assumptions and factors, including general economic and market conditions, industry conditions, and operating factors. Any changes in such assumptions or factors could cause actual results to differ materially from current expectations.