Commission File Number 32297

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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 _______

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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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SUMMARY OF RESOLUTIONS OF THE

264^th MEETING OF THE BOARD OF DIRECTORS

 

CPFL Energia S.A. informs its shareholders and the market in general, that at the 264^th Meeting of the Board of Directors held on March 25, 2015 the following matters were resolved:

 

1.1.   Approval and Vote Recommendation:

1.1.1. Management Report and Financial Statements of CPFL Energia and subsidiaries, together with the Independent Auditors’ Report, for the fiscal year ending on December 31, 2014;

1.1.2. Proposal for allocation of the results of CPFL Energia and subsidiaries;

1.1.3. Increase in the capital stock of CPFL Energia and subsidiaries:

1.1.3.1. CPFL Energia: increase in the capital stock through stock dividend, with the issuance of shares to be distributed to shareholders, free of charge, under Article 169 of Law 6,404/76;

Note: it is important to highlight that more details about the increase in the capital stock through stock dividend will be announced to the market on March 26, 2015, after the closing of BM&FBOVESPA, jointly with the announcement of 2014 results;

1.1.3.2. Subsidiaries: increase in the capital stock;

1.1.4. Global remuneration of the Management and the Fiscal Council of CPFL Energia and subsidiaries for the period from May 2015 to April 2016;

1.1.5. Independent auditing firm hiring for the years 2015 and 2016 by CPFL Energia and subsidiaries.

 

1.2    Approval:

1.2.1. Discontinuity of the Long Term Incentive Plan – 2012-2018 ILP Plan;

1.2.2. New methodology and Administrative Rule of the 2014-2022 ILP Plan;

 

1.2.3. First Grant of UVVs (Virtual Value Units) related to the 2014-2020 Program of the 2014-2022 ILP Plan for Eligible Executives;

1.2.4. Calculation of the result of the goals of the Board of Executive Officers for the fiscal year of 2014, related to the Short-Term Incentive Plan – ICP Plan;

1.2.5. Amendment of the CPFL Energia’s Bylaws;

1.2.6. Convening of the Ordinary and Extraordinary General Shareholders’ Meeting for April 29, 2015.

 

1.3    Other matters unrelated to CVM Instruction 358/2002, as amended.

 

São Paulo, March 25, 2015.

 

 

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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.

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