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 June, 2018
Commission File Number: 32297
CPFL Energy Incorporated
(Translation of Registrant’s name into English)
Rodovia Engenheiro Miguel Noel Nascentes Burnier, km 2,5, parte
CEP 13088-140 - Parque São Quirino, 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 of 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):
Yes No x
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):
Yes No x
CPFL ENERGIA S.A.
Publicly held Corporation
CNPJ 02.429.144/0001-93 - NIRE 353.001.861-33
CPFL Energia S.A. (“CPFL Energia”) announces to its shareholders and to the market in general that it resubmitted its Reference Form (Formulário de Referência) with the Brazilian Securities Commission (Comissão de Valores Mobiliários – CVM) on June 25, 2018 in order to include information regarding directors’, officers’ and fiscal council members’ compensation in 2015, 2016 and 2017.
This information was previously omitted from the Reference Form in reliance on a Brazilian court decision in Ordinary Action 0002888-21.2010.4.02.5101 (2010.5101002888-5). This court decision was reversed as a result of an appeal from CVM in May 2018, following which CPFL Energia disclosed the relevant information; a translation of which is included below:
13.11 Compensation of the members of the board of directors, executive officers and fiscal council
TOTAL COMPENSATION FOR FISCAL YEAR 2015 (R$ thousand) | ||||
a. Management Body |
|
Board of Directors |
Fiscal Council |
Executive Officers |
b. Average number of members |
7 members |
5 members |
6.67 members | |
c. Average number of compensated members |
7 members |
5 members |
6.67 members | |
d. Value of the highest individual compensation |
428 |
173 |
10,186 | |
e. Value of the lowest individual compensation |
257 |
173 |
166 | |
f. Average value of individual compensation |
282 |
173 |
2,036 | |
g. Observations |
The amounts reported in this item correspond to all the payment installments presented in item 13.2 [of our Reference Form], including charges. The value of the highest annual compensation corresponds to 12 months of service for the Board of Directors, 12 months for the Fiscal Council and 12 months for the Executive Officers. The value of the lowest annual compensation only considers the members who served in their position for 12 months. It should be noted that some of the Company’s officers receive compensation from controlled companies, thus the value of the lowest compensation presented does not consider the amounts disclosed in item 13.15 of our Reference Form. |
TOTAL COMPENSATION FOR THE FISCAL YEAR 2016 (R$ thousand) | ||||
a. Management Body |
|
Board of Directors |
Fiscal Council |
Executive Officers |
b. Average number of members |
7 members |
4.92 members |
7 members | |
c. Average number of compensated members |
7 members |
4.92 members |
7 members | |
d. Value of the highest individual compensation |
467 |
188 |
8,808 | |
e. Value of the lowest individual compensation |
280 |
188 |
158 | |
f. Average value of individual compensation |
304 |
193 |
3,839 | |
g. Observations |
The amounts reported in this item correspond to all the payment installments presented in item 13.2 [of our Reference Form], including charges. The value of the highest annual compensation corresponds to 12 months of service for the Board of Directors, 12 months for the Fiscal Council and 9 months for the Executive Officers. The value of the lowest annual compensation only considers the members who served in their position for 12 months. It should be noted that some of the Company’s officers receive compensation from controlled companies, thus the value of the lowest compensation presented does not consider the amounts disclosed in item 13.15 of our Reference Form. |
TOTAL COMPENSATION FOR THE FISCAL YEAR 2017 (R$ thousand) | ||||
a. Management Bodies |
|
Board of Directors |
Fiscal Council |
Executive Officers |
b. Average number of members |
6.00 members |
2.50 members |
6.33 members | |
c. Average number of compensated members |
2.67 members |
1.36 members |
6.25 members | |
d. Value of the highest individual compensation |
272 |
135 |
9,701 | |
e. Value of the lowest individual compensation |
272 |
135 |
256 | |
f. Average value of individual compensation |
289 |
194 |
4,371 | |
g. Observations |
The amounts reported in this item correspond to all the payment installments presented in item 13.2 [of our Reference Form], including charges. The value of the highest annual compensation corresponds to 11 months of service for the Board of Directors, 7 months for the Fiscal Council and 12 months for the Executive Officers. The value of the lowest annual compensation only considers the members who served in their position for 12 months. It should be noted that some of the Company’s officers receive compensation from controlled companies, thus the value of the lowest compensation presented does not consider the amounts disclosed in item 13.15 of our Reference Form. |
Campinas, June 28, 2018
Gustavo Estrella
Chief Financial and Investor Relations Officer
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: June 28, 2018
CPFL ENERGIA S.A.
By: /s/ GUSTAVO ESTRELLA
Name: Gustavo Estrella
Title: Chief Financial and Head of Investor Relations