Resolutions Adopted by the Extraordinary Shareholders' Meeting Held on September 15, 2026
Ecopetrol shareholders reshaped board election rules, elected a new nine-member board for 2025–2029, and rejected broader agenda rights.
Rhea-AI Summary
Ecopetrol (EC) reports resolutions from its Extraordinary General Shareholders' Meeting held on September 15, 2026 in Bogotá.
Shareholders approved an amendment to Article 20 of the bylaws on the composition, renewal, and election of the Board of Directors, with 99.66596634% of votes in favor, as proposed by the Nation of Colombia through the Ministry of Finance and Public Credit. They also instructed the Board to align the Board Succession Policy and other corporate governance instruments with the amended Article 20 and determined that any conflicting internal provisions, including minimum-incumbent requirements, will not apply until such alignment is completed.
Using the electoral quotient system, shareholders elected nine directors (six independent and three non‑independent) for the remainder of the 2025–2029 term and approved the agenda and meeting committees with over 99.99% support. A proposal to allow shareholders to expand the agenda for additional items was rejected, with 95.83990827% voting against.
Positive
- Bylaw amendment on board election approved with 99.66596634% support
- Board election nine directors (six independent, three non‑independent) confirmed for 2025–2029 term
- Governance alignment mandate instructions to update succession policy and internal instruments approved with 99.99984241% support
Negative
- Shareholder agenda expansion proposal rejected with 95.83990827% votes against
News Explained
The meeting determined that no waiver was necessary for nominee-information preparation or the internal review, verification, supplementation, and support actions contemplated by the succession policy, so this item was not put to a shareholder vote.
Key Figures
- Bylaw amendment approval
- 99.66596634% in favor
- Amendment to Article 20
- Board alignment instructions
- 99.99984241% in favor
- Board Succession Policy and governance instruments
- Board members elected
- 9 members
- Remainder of the 2025–2029 institutional term
- Board election approval
- 99.65162885% in favor
- Election by electoral quotient system
- Agenda expansion proposal
- 95.83990827% against
- Proposal to allow additional shareholder agenda items
Historical Context
-
Nation's slate formalized ahead of the extraordinary meeting and board election.
-
Board member resignation effective before extraordinary meeting and board election.
24h Move is the share-price change in the day after each event; other market factors may also have contributed.
Key Terms
electoral quotient system regulatory
forward-looking statements regulatory
bylaws regulatory
AI-generated analysis. How Rhea-AI works. Not financial advice.
BOGOTÁ,
i. Approval of the Agenda
The proposed agenda for the meeting was approved.
ii. Appointment of the Chair of the General Shareholders' Meeting
Mr. Francisco Reyes Villamizar was appointed Chair of the Meeting.
iii. Appointment of the Elections and Vote Counting Committee
The Elections and Vote Counting Committee of the General Shareholders' Meeting was appointed, as proposed by shareholder Ingrid Deza Darwish.
iv. Appointment of the Principal and Alternate Committees for the Review and Approval of the Minutes
The Principal Committee and the Alternate Committee for the Review and Approval of the Minutes of the General Shareholders' Meeting were appointed, as proposed by shareholder Carolina Zarama Caycedo.
v. Approval of the Amendment to Article 20 of the Company's Bylaws Regarding the Composition, Renewal, and Election of the Board of Directors
The proposed amendment was made available prior to the meeting at the following link: https://www.ecopetrol.com.co/wps/portal/Home/en/investors/general-shareholders-meeting/2026-second-extraordinary-shareholders-meeting
The shareholders approved the amendment to Article 20 of the Company's bylaws concerning the composition, renewal, and election procedures of the Board of Directors, as proposed by the Nation of
vi. Approval of Instructions to the Company's Board of Directors, Including the Board Elected at this Meeting, to Align the Board Succession Policy and Other Internal Corporate Governance Instruments with the Amendment to Article 20 of the Bylaws
The shareholders approved instructing the Company's Board of Directors, including the Board elected at this Meeting, to align the Board Succession Policy and all other internal corporate governance instruments with the amendment to Article 20 of the bylaws described in Item v above. The shareholders further resolved that, pending completion of such alignment, any internal provisions inconsistent with the amended Article 20—including, without limitation, any requirement mandating the inclusion of a minimum number of incumbent Board members—shall not apply and shall not constitute a prior requirement, condition precedent, or impediment to the full election of the Board of Directors contemplated at this Meeting.
vii. Consideration of, and, if Necessary, Approval of, a Waiver for the Company and/or the Board of Directors Regarding the Preparation and Delivery of Information on Nominees and Certain Internal Review, Verification, Supplementation, and Support Actions Contemplated Under the Succession Policy That Could Not Be Completed Prior to the Election
The shareholders determined that no such waiver was necessary for the Company and/or the Board of Directors with respect to the preparation and delivery of information on nominees, or with respect to the internal review, verification, supplementation, and support actions contemplated under the Succession Policy. Accordingly, this item was not submitted to a shareholder vote.
viii. Election of the Nine Members of the Company's Board of Directors, by Electoral Quotient, for the Remainder of the 2025–2029 Institutional Term
The shareholders approved the election of the members of the Board of Directors for the remainder of the 2025–2029 institutional term, as set forth below:
|
Slate |
Name |
Status |
|
First |
Carlos Augusto Suárez Rojas |
Independent |
|
Second |
Jorge Alberto Jaller Jaramillo |
Non-Independent |
|
Third |
José Camilo Manzur Jattin |
Independent |
|
Fourth |
Ludmila Del Carmen Vergara Rosales |
Non-Independent |
|
Fifth |
Betzy Patricia Martínez Zapatero |
Independent |
|
Sixth |
Claudia Margarita Lafaurie Taboada |
Independent |
|
Seventh |
César Eduardo Loza Arenas |
Non-Independent |
|
Eighth |
Ricardo Rodríguez Yee |
Independent |
|
Ninth |
Luis Felipe Henao Cardona |
Independent |
ix. Allowing Shareholders to Propose Additional Items
The proposal to allow shareholders to include additional agenda items was not approved.
Shareholders cast their votes on the agenda items as follows:
|
Matter Submitted to the General Shareholders' Meeting |
Votes in Favor |
Votes Against |
Blank Votes |
Abstentions |
|
Approval of the Agenda |
99.99979164 % |
0.00015063 % |
0.00005773 % |
- |
|
Appointment of the Chair of the General Shareholders' Meeting |
99.99986920 % |
0.00012818 % |
0.00000000 % |
0.00000262 % |
|
Appointment of the Elections and Vote Counting Committee |
99.99998500 % |
0.00000595 % |
0.00000525 % |
0.00000380 % |
|
Appointment of the Principal and Alternate Committees for the Review and Approval of the Minutes |
99.99976823 % |
0.00014876 % |
0.00000262 % |
0.00008038 % |
|
Approval of the Amendment to Article 20 of the Company's Bylaws Regarding the Composition, Renewal, and Election of the Board of Directors |
99.66596634 % |
0.33403104 % |
0.00000262 % |
- |
|
Approval of Instructions to the Company's Board of Directors to Align the Board Succession Policy and Other Corporate Governance Instruments with the Amendment to Article 20 of the Bylaws |
99.99984241 % |
0.00015759 % |
- |
- |
|
Election of the Nine Members of the Company's Board of Directors, by Electoral Quotient, for the Remainder of the 2025-2029 Institutional Term |
99.65162885 % |
0.00914385 % |
- |
0.33922731 % |
|
Do you approve allowing the expansion of the agenda to enable shareholders to propose additional topics? |
0.00075073 % |
95.83990827 % |
0.00000052 % |
4.15934047 % |
For the following agenda items, the reported results were obtained through the application of the electoral quotient system based on the voting results indicated above: (i) Appointment of the Elections and Vote Counting Committee; (ii) Appointment of the Principal and Alternate Committees for the Review and Approval of the Minutes; and (iii) Election of the nine members of the Company's Board of Directors for the remainder of the 2025-2029 institutional term.
Ecopetrol is the largest company in
This release contains statements that may be considered forward-looking statements within the meaning of Section 27A of the U.S. Securities Act of 1933, as amended, and Section 21E of the U.S. Securities Exchange Act of 1934, as amended. All forward-looking statements, whether made in this release or in future filings or press releases, or orally, address matters that involve risks and uncertainties, including in respect of the Company's prospects for growth and its ongoing access to capital to fund the Company's business plan, among others. Consequently, changes in the following factors, among others, could cause actual results to differ materially from those included in the forward-looking statements: market prices of oil & gas, our exploration, and production activities, market conditions, applicable regulations, the exchange rate, the Company's competitiveness and the performance of Colombia's economy and industry, to mention a few. We do not intend and do not assume any obligation to update these forward-looking statements.
For more information, please contact:
Investor Relations Office
Email: investors@ecopetrol.com.co
Corporate Communications (Colombia)
Email: _noticias@ecopetrol.com.co
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SOURCE Ecopetrol S.A.
FAQ
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
What changes were made to Ecopetrol's bylaws regarding the Board of Directors?
The shareholders approved an amendment to Article 20 of the bylaws that addresses the composition, renewal, and election procedures of the Board of Directors. The specific text of the amendment was made available before the meeting through the company’s website link for the 2026 second extraordinary shareholders' meeting.
How will Ecopetrol's internal governance documents be treated until they are aligned with the new Article 20?
Shareholders instructed the Board of Directors to align the Board Succession Policy and all other internal corporate governance instruments with the amended Article 20. Until that alignment is completed, any internal provisions that are inconsistent with the amended Article 20, including any requirement for a minimum number of incumbent board members, will not apply and will not be a condition or impediment to electing the full Board of Directors.
Was a waiver granted regarding incomplete nominee information and succession policy procedures?
No waiver was granted. Shareholders determined that no waiver was necessary for the company or the Board of Directors regarding the preparation and delivery of nominee information or the internal review, verification, supplementation, and support actions under the Succession Policy. As a result, this item was not submitted to a vote.