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Ambev (ABEV) investors approve 2025 accounts, board slate and bylaw updates

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
6-K

Rhea-AI Filing Summary

Ambev S.A. released a consolidated synthetic voting map for its Ordinary and Extraordinary General Shareholders’ Meetings held as of April 30, 2026. Shareholders overwhelmingly supported the company’s proposals across financial statements, profit allocation, board elections, compensation and bylaw changes.

At the ordinary meeting, 13,024,376,395 votes approved the managers’ accounts and financial statements for the year ended December 31, 2025. The allocation of 2025 net profit, along with a re-ratification of certain 2024 profit allocations, was approved with 13,385,782,284 votes in favor. Shareholders set the Board of Directors at 9 effective members and 2 alternates and elected the slate proposed by the controlling shareholders, with most candidates receiving more than 12 billion approval votes; independent members Luciana Pires Dias and Fernanda Gemael Hoefel each received over 13.3 billion approval votes.

They also set the Fiscal Council at 3 effective members with alternates, approved a minority-nominated separate election for one Fiscal Council seat, and elected the controlling shareholder’s slate for the remaining Fiscal Council positions. Overall compensation for managers for 2026 and compensation for the Fiscal Council for 2025 were both approved by large margins.

At the extraordinary meeting, shareholders approved amendments to the bylaws to update the capital figure, adjust the framework and duties of statutory officers including a Corporate Affairs Vice President Officer role, clarify treatment of interim dividends and interest on capital regarding the minimum mandatory dividend, and renumber and consolidate the bylaws.

Positive

  • None.

Negative

  • None.
Approval of 2025 accounts 13,024,376,395 votes Votes approving managers’ accounts and 2025 financial statements
Profit allocation 2025 13,385,782,284 votes Votes approving 2025 net profit allocation and 2024 re-ratification
Board size 9 effective, 2 alternates Number of Board of Directors seats for next term
Board independent member approval 13,333,131,930 votes Votes approving Luciana Pires Dias as independent director
Board independent member approval 13,366,799,492 votes Votes approving Fernanda Gemael Hoefel as independent director
Managers’ 2026 compensation 13,178,677,175 votes Votes approving overall manager compensation for 2026
Bylaw capital update approval 13,660,304,566 votes Votes approving amendment to article 5 heading
Dividend clarification bylaw change 13,660,457,334 votes Votes approving amendment to article 40 §3 on interim dividends
Consolidated Synthetic Voting Map regulatory
"publishes today the synthetic voting map containing the consolidation of the voting instructions"
Ordinary and Extraordinary Shareholders' Meetings regulatory
"matters submitted to the Ordinary and Extraordinary Shareholders' Meetings of the Company"
Fiscal Council financial
"Approve setting the number of seats of the Fiscal Council at 3 effective seats"
multiple voting process regulatory
"In case the multiple vote election process be adopted, should the votes"
authorized capital limit financial
"reflect the capital increases approved by the Board of Directors up to the call notice date ... within the authorized capital limit"
mandatory minimum dividend financial
"considered as an advance payment of the mandatory minimum dividend if there is no resolution"

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 


 

FORM 6-K

 

Report of Foreign Private Issuer
Pursuant to Rule 13a-16 or 15d-16 of the

Securities Exchange Act of 1934

 

For the month of April, 2026

Commission File Number 1565025

 


 

AMBEV S.A.

(Exact name of registrant as specified in its charter)

 

AMBEV S.A.

(Translation of Registrant's name into English)

 

Rua Dr. Renato Paes de Barros, 1017 - 3rd Floor
04530-000 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 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____

 
 

 

 

 

AMBEV S.A.

CNPJ [National Register of Legal Entities] No. 07.526.557/0001-00

NIRE [Corporate Registration Identification Number] 35.300.368.941

A Publicly-Held Company

 

 

ORDINARY AND EXTRAORDINARY GENERAL SHAREHOLDERS’ MEETINGS

 

 

Consolidated Synthetic Voting Map

 

Ambev S.A. (“Company”), pursuant to CVM Ruling No. 81/22, publishes today the synthetic voting map containing the consolidation of the voting instructions transmitted by the shareholders to the central depositary, to the Company’s bookkeeper and directly to the Company, for each item included in the bulletins for distance vote with respect to the matters submitted to the Ordinary and Extraordinary Shareholders' Meetings of the Company as of April 30, 2026. The consolidated synthetic voting map, as received by the Company, is provided on the tables below.

 

 

São Paulo, April 28, 2026.

 

 

 

Ambev S.A.

 

 

Guilherme Fleury de Figueiredo Ferraz Parolari

Chief Financial and Investor Relations Officer

 
 1

Company’s Consolidated Synthetic Voting Map

Annual and Extraordinary General Shareholders’ Meetings of Ambev S.A.to be held on April 30, 2026

 

 


#
RESOLUTION VOTE TOTAL
ORDINARY GENERAL MEETING
1. Analyze and approve the managers’ accounts and examine discuss and vote the financial statements for the fiscal year ended on December 31, 2025. APPROVE 13,024,376,395
REJECT 411,641
ABSTAIN 365,407,318
2. Resolve on the allocation of net profit for the fiscal year ended December 31, 2025 and regarding the re-ratification of the amount of net profit for the fiscal year 2024 that had been allocated to the investment reserve and the tax incentive reserve at the Annual Ordinary Meeting held in 2025, in accordance with the terms of the Management Proposal. APPROVE 13,385,782,284
REJECT 4,402,624
ABSTAIN 10,446
3.   Approve setting the number of seats of the Board of Directors at 9 effective seats and 2 alternates, for the next term, pursuant to the Management Proposal. APPROVE 13,365,876,157
REJECT 24,301,448
ABSTAIN 17,749
4.   Election of the Board of Directors (limit of vacancies to be filled: 9) - Elect 9 effective members and 2 alternates for the Board of Directors, for a term of 3 years that will end at the Annual Ordinary Meeting to be held in 2029, as indicated by the controlling shareholders mentioned in the Management Proposal: - -
4.1.    Michel Dimitrios Doukeris / Ricardo Tadeu Almeida Cabral de Soares (alternate member not linked to any specific member, pursuant to the Company’s Bylaws) APPROVE 12,132,438,276
REJECT 1,251,690,578
ABSTAIN 6,066,500
4.2.    Victorio Carlos De Marchi (effective member) APPROVE 12,038,689,533
REJECT 1,345,439,220
ABSTAIN 6,066,601
 
 2

Company’s Consolidated Synthetic Voting Map

Annual and Extraordinary General Shareholders’ Meetings of Ambev S.A.to be held on April 30, 2026

 

 

4.3.    Lia Machado de Matos (effective member) APPROVE 12,080,220,827
REJECT 1,302,156,018
ABSTAIN 7,818,509
4.4.    Fernando Mommensohn Tennenbaum (effective member) APPROVE 12,165,137,222
REJECT 1,218,991,531
ABSTAIN 6,066,601
4.5.    Fabio Colletti Barbosa (effective member) APPROVE 12,074,722,622
REJECT 1,307,653,284
ABSTAIN 7,819,448
4.6.    Milton Seligman (effective member) / David Henrique Galatro de Almeida (alternate member not linked to any specific member, pursuant to the Company’s Bylaws) APPROVE 12,080,221,999
REJECT 1,303,906,754
ABSTAIN 6,066,601
4.7.    Ricardo Manuel Frangatos Pires Moreira (effective member) APPROVE 12,116,554,537
REJECT 1,267,574,216
ABSTAIN 6,066,601
4.8.    Luciana Pires Dias (effective member and Independent Member, pursuant to CVM Res. 80/22) APPROVE 13,333,131,930
REJECT 49,245,881
ABSTAIN 7,817,543
4.9.    Fernanda Gemael Hoefel (effective member and Independent Member, pursuant to CVM Res. 80/22) APPROVE 13,366,799,492
REJECT 15,578,319
ABSTAIN 7,817,543
 
 3

Company’s Consolidated Synthetic Voting Map

Annual and Extraordinary General Shareholders’ Meetings of Ambev S.A.to be held on April 30, 2026

 

 

5.   In case the multiple vote election process be adopted, should the votes corresponding to your shares be distributed in equal percentages among the members you chose? If the shareholder chooses to “abstain” and the election occurs by the multiple voting process, his/her vote must be counted as an abstention in the respective resolution of the meeting. YES 12,106,742,316
NO 2,926
ABSTAIN 1,283,450,112
6.  

Visualization of all candidates to indicate the % (percentage) of votes to be attributed:

(Candidate 1): Michel Dimitrios Doukeris (effective member) / Ricardo Tadeu Almeida Cabral de Soares (alternate member not linked to any specific member, pursuant to the Company’s Bylaws) [ ]%

(Candidate 2): Victorio Carlos De Marchi (effective member) [ ]%

(Candidate 3): Lia Machado de Matos (effective member) [ ] %

(Candidate 4): Fernando Mommensohn Tennenbaum (effective member) [ ] %

(Candidate 5): Fabio Colletti Barbosa (effective member) [ ] %

(Candidate 6): Milton Seligman (effective member) / David Henrique Galatro de Almeida (alternate member not linked to any specific member, pursuant to the Company’s Bylaws) [ ]%

(Candidate 7): Ricardo Manuel Frangatos Pires Moreira (effective member)[ ]%

(Candidate 8): Luciana Pires Dias (effective member and Independent Member, pursuant to CVM Res. 80/22) [ ]%

(Candidate 9): Fernanda Gemael Hoefel (effective member and Independent Member, pursuant to CVM Res. 80/22) [ ]%

- -
Candidate 1 and Alternate 71,997,062
Candidate 2 66,232,087
Candidate 3 66,745,741
Candidate 4 71,450,597
Candidate 5 66,744.906
Candidate 6 and Alternate 66,745,360
Candidate 7 65,653,977
Candidate 8 103,520,892
Candidate 9 103,521,381
7.  

Do you want to request the adoption of the multiple voting process for the election of the Board of Directors, under the terms of article 141, of Law No. 6,404/76? (If a shareholder chooses "no" or "abstain," their shares will not be counted for the purpose of requesting multiple voting rights).

 

[* Note: this resolution is not part of the agenda nor constitutes a Management Proposal, having been inserted in compliance with the provisions of article 34, IV, of CVM Res. 81/22.]

YES 245,745,513
NO 12,082,488,142
ABSTAIN 1,061,961,699
 
 4

Company’s Consolidated Synthetic Voting Map

Annual and Extraordinary General Shareholders’ Meetings of Ambev S.A.to be held on April 30, 2026

 

 

8.   Do you want to request the adoption of separate election of the Board of Directors, under the terms of article 141, § 4º, I, of Law No. 6,404/76? (The shareholder may only complete this field if they have been the uninterrupted holder of the shares with which they exercise their voting rights for the 3 months immediately preceding the general meeting. If the shareholders decide to vote “no” or “abstain”, their shares will not be counted for purposes of requesting the separate election of the board of directors) APPROVE 2,164,419
REJECT 11,966,381,992
ABSTAIN 1,421,648,943
9.   Approve setting the number of seats of the Fiscal Council at 3 effective seats and respective alternates, for the next term, pursuant to the Management Proposal. APPROVE 13,390,168,723
REJECT 4,289
ABSTAIN 22,342
10.

Election of the fiscal council separately – Common Shares

 

Candidates to the Fiscal Council nominated by minority shareholders holding shares with voting rights (the shareholder shall complete this field if they have left the general election field blank), for the single seat of effective/alternate member (vote for only one slate):

- -
10.1. Fabio de Oliveira Moser (effective member) / Nilson Martiniano Moreira (alternate member) APPROVE 1,830,946,244
REJECT 11,637,261
ABSTAIN 208,287,630
10.2. Aristóteles Nogueira Filho (effective member) / Vasco de Freitas Barcellos Neto (alternate member) APPROVE 211,682,838
REJECT 66,036,070
ABSTAIN 1,773,152,227
11.

Election of the Fiscal Council by single slate

 

Indication by the Controlling Shareholder

 

Candidates

 

José Ronaldo Vilela Rezende (effective member)/ Luiz Alfredo Vieira Sales (alternate member)

Elidie Palma Bifano (effective member) /Eduardo Rogatto Luque (alternate member)

APPROVE 11,353,260,456
REJECT 63,161,444
ABSTAIN 1,973,773,454
 
 5

Company’s Consolidated Synthetic Voting Map

Annual and Extraordinary General Shareholders’ Meetings of Ambev S.A.to be held on April 30, 2026

 

 

12. If one of the candidates that are part of the Controller Slate - Fiscal Council fails to integrate it to accommodate the separate election as provided on articles 161, §4, and 240 of Law 6,404/76, the votes corresponding to your shares may still be given to the chosen slate? YES 11,347,781,490
NO 1,958,512,291
ABSTAIN 83,901,573
13. Determine the overall compensation of the managers for the 2026 fiscal year, pursuant to the terms set forth in the Management Proposal. APPROVE 13,178,677,175
REJECT 211,025,081
ABSTAIN 493,098
14. To determine the overall compensation of the Fiscal Council’s members for the year of 2025, with alternate members’ compensation corresponding to half of the amount received by the effective members, under the terms set forth in the Management Proposal. APPROVE 13,384,900,890
REJECT 2,151,412
ABSTAIN 3,143,052
 
 6

Company’s Consolidated Synthetic Voting Map

Annual and Extraordinary General Shareholders’ Meetings of Ambev S.A.to be held on April 30, 2026

 

 

 

# RESOLUTION VOTE TOTAL
EXTRAORDINARY GENERAL MEETING
1 Amend the heading of article 5 of the Company’s bylaws, in order to reflect the capital increases approved by the Board of Directors up to the call notice date of the Ordinary and Extraordinary Shareholders’ Meeting, within the authorized capital limit, pursuant to the Management Proposal. APPROVE 13,660,304,566
REJECT 127,785
ABSTAIN 1,762,346
2 Amend the heading of Article 22 and Articles 25 and 31, include new Article 30, and exclude Articles 26, 27, 29, 33 and 34 of the Company’s Bylaws, in order to amend the framework of statutory officers, assign a specific designation to the position of  Corporate Affairs Vice President Officer, and adjust the duties of certain remaining positions, pursuant to the Management Proposal. APPROVE 13,659,715,254
REJECT 714,950
ABSTAIN 1,764,493
3 Amend the §3 of article 40 of the Company’s Bylaws, in order to clarify that the interim dividends and interest on capital will only be considered as an advance payment of the mandatory minimum dividend if there is no resolution of the Board of Directors to the contrary, pursuant to the Management Proposal. APPROVE 13,660,457,334
REJECT 1,727,305
ABSTAIN 10,058
4 Renumber the articles and consolidate the Company’s bylaws, pursuant to the Management Proposal. APPROVE 13,660,456,585
REJECT 1,726,406
ABSTAIN 11,706

 

 

 

 
 7

SIGNATURE



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: April 28, 2026

     
  AMBEV S.A.
     
  By:  /s/ Guilherme Fleury de Figueiredo Ferraz Parolari
 

Guilherme Fleury de Figueiredo Ferraz Parolari

Chief Financial and Investor Relations Officer


FAQ

What did Ambev (ABEV) shareholders decide on the 2025 financial statements?

Shareholders approved the 2025 financial statements and managers’ accounts with 13,024,376,395 votes in favor. Only 411,641 votes rejected and 365,407,318 abstained, indicating very strong support for the reported results and management’s stewardship over the fiscal year ended December 31, 2025.

How did Ambev (ABEV) shareholders vote on net profit allocation for 2025?

Shareholders approved the allocation of net profit for 2025, and the re-ratification of certain 2024 allocations, with 13,385,782,284 votes in favor. Only 4,402,624 votes rejected and 10,446 abstained, showing broad backing for the profit distribution and reserve decisions described in the management proposal.

What board structure and directors were approved at Ambev’s 2026 meeting?

Shareholders set the Board of Directors at 9 effective members and 2 alternates and elected the slate indicated by controlling shareholders. Most nominees received more than 12 billion approval votes, while independent members Luciana Pires Dias and Fernanda Gemael Hoefel each exceeded 13.3 billion approval votes.

What changes were approved to Ambev (ABEV) bylaws regarding officers and capital?

The extraordinary meeting approved updating the heading of article 5 to reflect capital increases within the authorized capital limit. It also amended articles on statutory officers, assigning a specific designation to the Corporate Affairs Vice President Officer and adjusting duties of several positions, all with overwhelming approval.

How did Ambev shareholders vote on manager and Fiscal Council compensation?

Overall compensation for managers for the 2026 fiscal year was approved with 13,178,677,175 votes in favor. Compensation for the Fiscal Council members for 2025 was approved with 13,384,900,890 votes supporting, indicating strong acceptance of the proposed remuneration frameworks for both governance bodies.

What decisions were made about Ambev’s Fiscal Council composition and elections?

Shareholders set the Fiscal Council at 3 effective members with alternates and approved a separate minority slate for one effective/alternate pair. The controlling shareholder’s slate for the remaining Fiscal Council seats was also approved, with 11,353,260,456 votes in favor, reinforcing a mixed representation structure.