6-K 1 cpl20191224_6k1.htm FORM 6-K cpl20191224_6k1.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 December, 2019
Commission File Number 32297

 
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-_________________

.

 
 

 

CPFL ENERGIA S.A.

Company Registry (NIRE): 35.300.186.133

Corporate Taxpayer ID (CNPJ/MF): 02.429.144/0001-93

 

MINUTES OF THE 398th MEETING OF THE BOARD OF DIRECTORS

HELD ON DECEMBER 18th, 2019

 

1.         DATE, TIME AND PLACE: At 7 p.m., on December 18th, 2019 in the headquarters of the Company, located at Jorge de Figueiredo Correa Street, 1632 - parte - Jardim Professora Tarcília, ZIP code 13087-397 in the City of Campinas, State of São Paulo.

 

2.         CALL NOTICE: The meeting was called pursuant to Paragraph 3rd, Article 17 of the Bylaws of CPFL Energia.

 

3.         ATTENDANCE: All the members of the Board of Directors (“Board”), pursuant to Paragraph 7th, Article 17 of the Bylaws. 

 

4.         PRESIDING BOARD: Chairman – Bo Wen and Secretary – Valter Matta.

 

5.         MATTERS DISCUSSED AND RESOLUTION TAKEN BY UNANIMOUS VOTE:

 

The reading of the Agenda was waived as all those present were aware of its contents. The Directors also resolved that these minutes will be drawn up in summary form, with the right to submit opinions and dissensions, which will be filed at the headquarters of the Company, and the publication of these minutes without the signatures of the directors and the suppression of strategic and/or confidential information.

 

After discussing and examining the items on the Agenda, the Directors, by unanimous vote of those present, resolved:

 

(i) To approve the appointment, by the Chief Executive Officer of CPFL Energia S.A. “CPFL Energia”), of Mr. Francisco João di Mase Galvão Junior, to be elected as Operation Executive-Officer in CPFL GERAÇÃO DE ENERGIA S.A. (“CPFL Geração”), and to recommend the favorable vote to its representatives on the deliberative bodies of that Subsidiary in order to elect him as above.

 

(ii) To recommend, in terms of Resolution N. 2019403-E, the favorable vote to its representatives in the Board of Directors of CPFL Energias Renováveis S.A. (“CPFL Renováveis”), to approve the following exceptional payment conditions, among other, to be included in the possible Agreement to be executed between (“Agreement”) Mr. Adriano and CPFL Renováveis which will rule the conditions of the termination of his Services Agreement:

 

(a) concerning the Short Term Incentive Plan (ICP), for the year 2019, with anticipation of the granting regarding March 31st, 2020 to December, 31st 2019;

(b) concerning the Retention Bonus, with anticipation of the granting regarding March 31st, 2020 to December, 31st 2019;

 

 
 

 

(c) concerning the Long Term Incentive Plan (ILP):

 

·               payment of 100% (one hundred per cent) of the granting for the year 2017, with anticipation from June 30th, 2020 to December 31st 2019;

·               payment of 50% (fifty per cent) of the granting for the year 2018, with anticipation from June 30th, 2021 to December 31st 2019;

 

(d) non-compete clause for the period of 3 (three) months.

 

Besides the abovementioned item, the Agreement will also respect the payments established on the Services Agreement and on the applicable law.

 

6. CLOSURE: There being no further business to discuss, the meeting was closed and these minutes were drawn up, read, approved and signed by all present members and the secretary. Mr. Bo Wen (Chairman), Mr. Shirong Lyu, Mr. Hong Li, Mr. Yang Qu, Mr. Anselmo Henrique Seto Leal, Mr. Yumeng Zhao, Mr. Gustavo Estrella, Mr. Antonio Kandir, Mr. Marcelo Amaral Moraes and Mr. Valter Matta (Secretary).

 

For legal purposes, the Portuguese version shall prevail.

 

I hereby certify that this is copy of the original minutes drawn up in the Board of Directors’ Meetings Book.

 

 

Campinas, December 18th, 2019.

 

 

Valter Matta

(Secretary)

 

 

Bo Wen

(Chairman)

 
 
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: December 24, 2019
 
CPFL ENERGIA S.A.
 
 By:  
 /S/  YueHui Pan
  Name:
Title:  
 YueHui Pan 
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.