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 September, 2014

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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EXTRAORDINARY SHAREHOLDERS MEETING
CALL NOTICE

The Shareholders of CPFL Energia S.A. ( Company ) are hereby called, pursuant to Articles 122 and 124 of Federal Law 6,404/76, to convene at the Extraordinary Shareholders Meeting ( Meeting ) to be held on September 24, 2014 at 09:00 a.m., at the registered o ce of the Company located at Rua Gomes de Carvalho, nº 1510, 14o andar, in the City and State of São Paulo, to consider and vote on the following Agenda, pursuant to Article 16 of the Company s Bylaws:

(i)

take cognizance of the resignation submitted by Mr. Francisco Caprino Neto from the position of alternate member of the Board of Directors, and elect Mr. Márcio Garcia de Souza to replace him for the remainder of his term-of-oc e; and

   
(ii)

take cognizance of the resignation submitted by Mr. Marcelo Pires Oliveira Dias from the position of member of the Board of Directors, and elect Mr. Francisco Caprino Neto to replace him for the remainder of his term-of-oc e.

General Instructions:

1.

The holders of common shares issued by the Company may participate in the Meeting, whether on their behalf or represented by their legal representatives or proxy, provided they are registered in the Registry of Book-Entry Shares of the depositary institution of the shares, Banco do Brasil S.A.

 

Pursuant to Article 126 of Federal Law 6,404/76, the following procedures shall be observed:

 

(a) The Company requests that shareholders submit their proxy appointments and representation documents at least twenty-four (24) hours prior to the Meeting, in accordance with the head paragraph in Article 12 of the Company s Bylaws, aiming to facilitate the identi cation procedures. Shareholders attending the Meeting bearing the required documents will be allowed to participate and vote, despite not having presented the documents prior to the Meeting.

 

(b) Documents to be presented by shareholders prior to the beginning of the Meeting: (i) individuals identi cation document with photograph; (ii) legal persons identi cation document with photograph of the legal representative of the shareholder, duly accompanied by a notarized copy or original of the articles of incorporation and the documentation substantiating his or her capacity as legal representative of the company (minutes of the election to the executive board); and (iii) for shareholders organized as Investment Funds - identity document with photograph of the legal representative of the administrator of the Investment Fund (or manager of the Investment Fund, as applicable), accompanied by a notarized copy or original of the Fund Regulations and Bylaws or articles of incorporation of the administrator (or manager, as applicable), together with the minutes of the election of the legal representative.

 
2.

All documents pertaining to the matters to be considered and voted on at the Meeting, as per Article 6 of CVM Instruction 481/09, are available to shareholders as from this date at the registered o ce of the Company, on its website (www.cp .com.br/ir) and on the website of the Securities and Exchange Commission of Brazil CVM (www.cvm.gov.br).

São Paulo, September 4, 2014.

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

Call Notice to the Extraordinary Shareholders Meeting of CPFL Energia S.A. published in the newspaper Valor
Econômico and in the O cial Gazette of the State of São Paulo on September 4, 5 and 6, 2014

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On August 25, 2014, Mr. Marcelo Pires Oliveira Dias submitted to the Company his resignation from the position of sitting member of the Board of Directors.

Given the resignation submitted in a letter dated August 25, 2014, the shareholder ESC Energia S.A. ( ESC Energia ), pursuant to Clause 8.2.1 of the Shareholders Agreement, which is available on the websites of the CVM, BM&FBovespa and the Company, nominated Mr. Francisco Caprino Neto, current deputy member for the Chairman of the Board of Directors, to replace the resigning Director as sitting member.

On the same date, Mr. Francisco Caprino Neto resigned from his position as deputy member and Mr. Marcio Garcia de Souza was nominated by ESC Energia for the vacant position.

The Board of Directors of CPFL Energia, in the meeting held on August 27, was informed of such resignations and appointments, and nominated, subject to approval of the Shareholders Meeting, Mr. Francisco Caprino Neto and Mr. Márcio Garcia de Souza for the vacant positions, as provided for in Article 150 of Brazilian Corporations Law, and called the Shareholders Meeting, pursuant to Article 10 of the Bylaws.

Thus, the Management proposes to the Meeting:

(i) to take cognizance of the resignations of Mr. FRANCISCO CAPRINO NETO and Mr. MARCELO PIRES OLIVEIRA DIAS from the positions of deputy and sitting member of the Company s Board of Directors, to which they were elected at the Annual Shareholders Meeting held on April 29, 2014; and

(ii) to elect (ii.i) Mr. FRANCISCO CAPRINO NETO to the position of sitting member of the Board of Directors, replacing Mr. MARCELO PIRES DE OLIVEIRA DIAS, and (ii.ii) Mr. MÁRCIO GARCIA DE SOUZA to the position of deputy member for Mr. Murilo Cesar L. S. Passos in the Board of Directors, replacing Mr. FRANCISCO CAPRINO NETO for the remainder of the current uni ed term of one (1) year, in accordance with Paragraph 3, Article 150 of Brazilian Corporations Law and with Article 14 of the Bylaws.

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The Controlling Shareholders inform that the nominated directors have no legal impediment to their appointment, pursuant to Instruction no. 367/02 issued by the Securities and Exchange Commission of Brazil (CVM).

The Board of Directors of the Company, with term until the Annual Shareholders Meeting to be held in April 2015, will now have the following composition:



 



 

4.1 Attending Shareholders

Shareholders intending to participate in the Meeting in person should arrive a few minutes before the time provided in the Call Notice, bearing the following identi cation documents:


4.2 Shareholders Represented
      by Proxy

Shareholders who are unable to attend the Meeting may be represented by a Proxy appointed no more than one (1) year prior to the Meeting, pursuant to Paragraph 1, Article 126 of Federal Law 6,404/1976 ( Brazilian Corporations Law ).

Note that Proxies granted abroad must be notarized by a duly capable Notary Public, certi ed by the Brazilian consulate and translated into Portuguese by a sworn translator.

The Proxy instrument, pursuant to Paragraph 1, Article 126 of Brazilian Corporations Law, may be granted to any person meeting at least one of the following requirements: who is (i) a shareholder or manager of CPFL Energia, (ii) a lawyer, or (iii) a nancial institution.

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Shareholders represented by proxy shall observe the following procedures:


IntheexclusiveinterestsofitsShareholdersandaimingtofacilitaterepresentation in the Meeting, CPFL Energia suggests the following template for granting powers to an executive of the CPFL Energia, which will represent shareholders free of costs and strictly in accordance with the granted mandate.



 



 


a. take cognizance of the resignation submitted by Mr. FRANCISCO CAPRINO NETO from the position of deputy member of the Board of Directors, and ELECT Mr. MÁRCIO GARCIA DE SOUZA to replace him for the remainder of his term-of-office; and

For ( )   Against ( )   Abstain ( ) 

 

Voting justification:


b. take cognizance of the resignation submitted by Mr.MARCELOPIRESOLIVEIRADIAS from the position of member of the Board of Directors, and ELECT Mr. FRANCISCO CAPRINO NETO to replace him for the remainder of his term-of-office.

For ( )   Against ( )   Abstain ( ) 

 

Voting justification:



São Paulo, [•][•], 2014.
Grantor
pp: [•](certified signature)
Position: []

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4.3 ADR Holders

The depositary for the Company's American Depositary Receipts ( ADRs ) in the United States is DEUTSCHE BANK TRUST COMPANY AMERICAS ( DEUTSCHE ).

DEUTSCHE will submit the voting cards ( proxies ) to the holders of ADRs enabling them to exercise their voting rights, and will participate in the Meeting through its representative in Brazil, BANCO BRADESCO S.A.

Any questions regarding to procedures, deadlines and matters proposed for consideration and voting may be referred to the Investor Relations Department through the following channels:

E-mail: [email protected]
Telephone: + 55 19 3756 6083

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Attachment I of Proxy Statement for
Shareholders Meetings

São Paulo, September 4, 2014

MANAGEMENT PROPOSAL

The Board of Directors of CPFL ENERGIA S.A. ( CPFL Energia or Company ) hereby submits to its Shareholders the Management Proposal on the matters to be considered and voted on at the Extraordinary Shareholders Meeting to be held at 9:00 a.m. on September 24, 2014 ( Meeting ), as follows:

On August 25, Mr. Marcelo Pires Oliveira Dias submitted to the Company his resignation from the position of sitting member of the Board of Directors, to which he had been elected at the Annual Shareholders Meeting ( ASM ) held on April 29, 2014, due to other con icting professional obligations.

The Controlling Shareholders, as per Clause 8.2.1 of the Shareholders Agreement thus nominated:

(i) for the position of member of the Board of Directors, to replace Mr. Marcelo Pires Oliveira Dias, Mr. Francisco Caprino Neto, who thus submitted to the Company, on the same date, his resignation from the position of deputy member for Mr. Murilo Cesar L. S. Passos, to which he had been elected at the ASM held on April 29, 2014; and

(ii) for the position of deputy member, to replace Mr. Francisco Caprino Neto, Mr. Márcio Garcia de Souza.

The Board of Directors of the Company, at the meeting held on August 27, was informed of such resignations and the respective nominations and, pursuant to Article 150 of Federal Law 6,404/76 ( Brazilian Corporations Law ), nominated, subject to approval of to the Shareholders Meeting, Mr. Francisco Caprino Neto and Mr. Márcio Garcia de Souza to the positions of sitting and deputy members for Mr. Murilo Cesar L. S. Passos, respectively, to serve for the remainder of the term-of-o ce ending at the 2015 ASM.

Thus, the Management of the Company proposes to the Meeting:

(iii) to take cognizance of the resignations of Mr. Francisco Caprino Neto and Mr. Marcelo Pires Oliveira Dias from the positions of deputy and sitting member, respectively, of the Company s Board of Directors; and

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(iv) to elect (ii.i) Mr. Francisco Caprino Neto to the position of sitting member, replacing Mr. Marcelo Pires Oliveira Dias, and (ii.ii) Mr. Márcio Garcia de Souza to the position of deputy member for Mr. Murilo Cesar L. S. Passos, replacing Mr. Francisco Caprino Neto to serve for the remainder of the uni ed term-of-o ce of one (1) year of the members of the Board of Directors, pursuant to Paragraph 3, Article 150 of Brazilian Corporations Law.

The Company s Board of Directors, with term-of-o ce until the ASM to be held in 2015, will have the following composition:


The résumés of Mr. Francisco Caprino Neto and Mr. Márcio Garcia de Souza, as well as the information required under Article 10 of CVM Instruction 481/2009 are available as of this date at the registered o ce of the Company, on its website (www.cp .com.br/ir) and on the website of the Securities and Exchange Commission of Brazil CVM (www.cvm.gov. br), as well as in Appendix I hereto.

Shareholders may clarify any doubts by directly contacting the Investor Relations Department, by email (ri@cp .com.br) or telephone (+55 19 3756 6083), which is always ready to serve you.

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

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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: September 4, 2014
 
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.