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____.
CPFL ENERGIA S.A.
Company Registry (NIRE): 35.300.186.133
Corporate Taxpayer ID (CNPJ/MF): 02.429.144/0001-93
Publicly-held Company
EXCERPT FROM THE MINUTES OF THE 321st MEETING OF THE
BOARD OF DIRECTORS HELD ON MAY 8, 2017
1. DATE, TIME AND VENUE: At 9:00 a.m. on May 8, 2017, at the registered office of Companhia Paulista de Força e Luz, located at Rodovia Engenheiro Miguel Noel Nascentes Burnier, nº 1755, Km 2.5, in the city of Campinas, state of São Paulo.
2. CALL NOTICE: The meeting was called pursuant to Paragraph 2, Article 17 of the Bylaws of CPFL Energia S.A. ("CPFL Energia" or "Company").
3. ATTENDANCE: All the members of the Board of Directors (“Board”), with the written vote of Mr. Yuhai Hu and Mr. Yang Qu cast in advance, pursuant to Paragraph 7, Article 17 of the Company’s Bylaws.
4. PRESIDING BOARD: Mr. Daobiao Chen, Chairman, and Mr. Valter Matta, Secretary.
5. MATTERS DISCUSSED AND RESOLUTIONS TAKEN BY UNANIMOUS VOTE:
The reading of the Agenda was waived as all those present were aware of its contents. The Directors decided to draw up these minutes in summary form, with the right to present manifestations and dissent, which will be filed at the Company's headquarters, and approved its publication as an excerpt without the signatures of the directors. After discussing and examining the items on the Agenda, the Directors unanimously decided as follows, with due abstention:
(i) Took cognizance and discussed the themes examined by the Board’s Advisory Committees;
(ii) Took cognizance of the managerial highlights and material facts that have occurred since the last meeting of the Board of Directors to date, reported by the Chief Executive Officer;
(iii) Appraised and discussed, in accordance with Item (ac) of Article 17 of the Company’s Bylaws, the separate and consolidated interim financial information of CPFL Energia included in the Quarterly Financial Information Form (ITR);
(iv) Approved the calculations that defined the Virtual Unit of Value (“UVV”) used as reference in the Long-Term Incentive Plan (“ILP Plan”) 2014-2022;
(vi) Deliberated the updating of the Internal Regulations of Board’s Advisory Committees;
(vii) Elected, pursuant to item “a”, Article 17 of the Bylaws, the members of the Company’s Board of Executive Officers, to serve a term-of-office of two (2) years, after signing the Instrument of Investiture, until the meeting of the Board of Directors to be held after the Annual Shareholders' Meeting of fiscal year 2019: CHIEF EXECUTIVE OFFICER – Andre Dorf, Brazilian, married, administrator, identification document (RG) no. 14.379.624-0, issued by SSP/SP, and inscribed in the roll of Individual Taxpayers (CPF/MF) under no. 170.751.778-93; CHIEF FINANCIAL AND INVESTOR RELATIONS OFFICER – Gustavo Estrella, Brazilian, married, administrator, identification document (RG) no. 8.806.922, issued by SSP/RJ, and inscribed in the roll of Individual Taxpayers (CPF/MF) under no. 037.234.097-09; CHIEF MARKET OPERATIONS OFFICER – Karin Regina Luchesi, Brazilian, married, production engineer, identification document (RG) no. 27.371.339-5, issued by SSP/SP, and inscribed in the roll of Individual Taxpayers (CPF/MF) under no. 219.880.918-45; CHIEF REGULATED OPERATIONS OFFICER – Luís Henrique Ferreira Pinto, Brazilian, married, electric engineer, identification document (RG) no. 12.504.909, issued by SSP/SP, and inscribed in the roll of Individual Taxpayers (CPF/MF) under no. 029.352.408-47; CHIEF BUSINESS MANAGEMENT OFFICER – Wagner Luiz Schneider de Freitas, Brazilian, married, metallurgical engineer, identification document (RG) no. 3.852.689-8, issued by SSP/PR, and inscribed in the roll of Individual Taxpayers (CPF/MF) under no. 024.833.017-97; CHIEF LEGAL AND INSTITUTIONAL RELATIONS OFFICER - Luiz Eduardo Fróes do Amaral Osorio, Brazilian, divorced, lawyer, identification document no. 100214, issued by OAB/RJ, and inscribed in the roll of Individual Taxpayers (CPF/MF) under no. 026.000.007-80, all of whom with business address in the city of Campinas, state of São Paulo, at Rodovia Engº Miguel Noel Nascentes Burnier, nº 1755, CEP: 13088-140. The positions of DEPUTY CHIEF EXECUTIVE OFFICER and CHIEF PLANNING AND BUSINESS DEVELOPMENT OFFICER remain vacant;
(viii) Approved the Resolution no. 2017034-E of the Executive Board, related to the renewal of limits for the purchase and sale of energy by the trading companies of CPFL Energia group;
(ix) Recommended to the directors appointed by the Company in the management bodies of subsidiaries (“CPFL Paulista” and “CPFL Piratininga”) the favorable vote to aprove the execution of a new Commercial Technical Services (STC) contract.
6. CLOSURE: There being no further business to discuss, the meeting was adjourned and these minutes were drawn up, read, approved and signed by all those present, who subscribed to it. Mr. Daobiao Chen (Chairman), Valter Matta (Secretary) and Company’s members of the Board.
This is a free English translation of the original minutes drawn up in the Book of Meetings of the Board of Directors.
Campinas, May 8, 2017.
Valter Matta
Secretary
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: May 23, 2017
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Embraer S.A. | ||||
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By: |
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/s/ José Antonio de Almeida Filippo | ||
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Name: |
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José Antonio de Almeida Filippo |
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Executive Vice-President and Chief Financial and Investor Relations Officer |