Braskem Sa SEC Filings

Braskem S.A. reports significant governance changes following an Extraordinary General Meeting held on June 8, 2026. Shareholders approved a new Board of Directors whose term runs until the 2028 Annual General Meeting.

The newly seated Board elected Ms. Magda Maria de Regina Chambriard as Chairman and Mr. Hélio Baptista Novaes as Vice-Chairman. It also restructured the Statutory Board of Officers for a two-year term aligned with the Board’s mandate, appointing Helcio Tokeshi as Chief Executive Officer and confirming Carlos Augusto Machado Pereira de Almeida Brandão as Chief Financial and Investor Relations Officer, along with several other executive appointments and reappointments. Several prior officers departed their roles, and a new non-statutory Compliance and Conformity Officer, Mr. Marcio Pitzer, was designated, reinforcing Braskem’s focus on compliance and governance.

Braskem S.A. furnishes its full updated bylaws, detailing capital structure, governance and shareholder rights. The company reports share capital of R$ 8,043,222,080.50 divided into 797,207,834 shares, split among common and class “A” and “B” preferred shares, all in book‑entry form.

The bylaws describe dividend rules, including a minimum 6% annual dividend on preferred shares and a mandatory 25% payout of net income, plus tag‑along rights at the same per‑share price if control changes. They also formalize board size, independent director requirements, key board committees, an executive structure with defined officer roles, and mandatory arbitration for corporate disputes.

Braskem S.A. filed a Form 6-K presenting the detailed final voting map from its ordinary and extraordinary general meetings held on June 8, 2026. The resolutions include extensive amendments to multiple bylaws articles to improve wording, align with a new Shareholders' Agreement, and formalize governance practices such as Board and Executive Board rules and several board committees.

Shareholders also voted on consolidating the bylaws, authorizing the Board of Directors to align the Executive Board’s term with the board’s two‑year mandate, replacing members of the Fiscal Council, and procedural matters like cumulative voting, separate elections for board seats, and how votes should be allocated in different election scenarios.

Braskem S.A. filed a Form 6-K presenting the final synthetic voting map from its ordinary and extraordinary general meetings held on June 8, 2026. Shareholders strongly approved extensive amendments to the bylaws to improve wording and align articles with a new Shareholders' Agreement and updated governance practices, including formalizing several board committees. They also approved consolidating the bylaws and authorizing the Board of Directors to align the Executive Board’s term with the new board term. Proposals related to cumulative and separate voting for the Board of Directors drew comparatively low support, indicating limited shareholder demand for these mechanisms. The filing also reiterates standard cautionary language on forward-looking statements and litigation and pandemic-related uncertainties.

Braskem reported the results of an Extraordinary General Meeting that approved a broad reformulation and consolidation of its bylaws to reflect a new shareholders’ agreement and updated governance practices. The changes formalize several board committees, refine powers of the Board of Directors and Executive Board, and embed Level 1 B3 corporate governance requirements.

Shareholders also aligned the Executive Board’s term to a two-year cycle matching the Board of Directors, elected a new 11‑member board (including three independent directors) and refreshed the Fiscal Council. The bylaws confirm share capital of R$ 8.04 billion, divided into 797.2 million common and preferred shares with detailed dividend and tag‑along provisions.

Braskem S.A. reports governance changes tied to a First Amendment to its shareholders’ agreement with Petrobras and Shine I FIP, to be voted at an extraordinary shareholders’ meeting. The proposed bylaw amendments refine which matters are decided by shareholders versus the Board, including authority over extrajudicial recovery and urgent bankruptcy or reorganization filings.

The Board’s role is expanded in approving major asset deals and financings, with thresholds such as 1% of non-current assets, up to R$ 480,000,000.00 for contracts and services, and up to R$ 240,000,000.00 for operational or expansion investments. Rules on related-party transactions and guarantees are updated and linked to existing policies, and the Chief Governance and Compliance role is retitled Chief Governance and Compliance Transformation Officer.

The company also presents candidates for election: Marcelo Weick Pogliese as an effective Board member nominated by Petrobras, and Felipe Rath Fingerl and Audrey Cruz e Silva Saad for Fiscal Council roles nominated by IG4-linked and Shine I funds. Their résumés, relationships with controlling shareholders and declarations confirm professional experience, politically exposed status where applicable, and absence of criminal or regulatory convictions.

Braskem S.A. released consolidated remote voting results for its Extraordinary General Meeting, originally called for May 28, 2026 and postponed to June 8, 2026. The report aggregates instructions received via the bookkeeper, B3’s central depository, and directly by the company.

Shareholders largely approved technical amendments to numerous bylaw articles in Resolution 1, with 17,855,138 shares voting to approve. Resolution 2, which aligns governance rules and board/committee structures with a new Shareholders Agreement and updated practices, saw 5,854,810 shares in favor and 12,005,416 against.

Votes also covered consolidation of the bylaws, authorization to align the Executive Board’s term with the Board of Directors, and questions on cumulative and separate voting processes for board elections. Shareholders strongly approved changes to the Fiscal Council, with 17,051,588 shares in favor. These outcomes outline how investors are positioning themselves on Braskem’s future governance framework.

Braskem S.A. reports a first amendment to its shareholders’ agreement between Petrobras and the Shine I fund, reshaping governance and control of the company. Key restructuring decisions, including any out-of-court reorganization and, in urgent cases, judicial reorganization or bankruptcy filings, move from the shareholders’ meeting to the Board of Directors.

The Executive Board is reconfigured to eight statutory officers, introducing a Transformation Officer as a statutory role and converting the Governance and Compliance function into a non-statutory Compliance and Conformity Officer reporting directly to the Board and the Compliance and Statutory Audit Committee. Board members’ compensation becomes cumulative when they also serve on committees or the Executive Board.

The consolidated agreement formalizes detailed voting mechanics between Petrobras and the Fund, transfer restrictions on bound common shares, rights of first refusal and tag-along protections, and a long-term, 30‑year governance framework. It also commits the parties to pursue migration of Braskem’s shares to B3’s Novo Mercado segment once a specified Net Debt/EBITDA financial target is met.