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Eletrobras (NYSE: EBR) sets digital vote on name change and LTIP

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

Rhea-AI Filing Summary

Centrais Elétricas Brasileiras S.A. – Eletrobras filed a report describing an upcoming extraordinary and special shareholders’ meeting to be held exclusively in digital format via the Atlas AGM platform. Shareholders can vote remotely through the bookkeeping agent Itaú, custody agents, B3’s investor area, or the Company’s chosen Atlas AGM system.

The agenda asks investors to decide on changing the corporate name to “AXIA Energia S.A.”, amending bylaws to adjust and expand executive powers, and then restating the bylaws to consolidate approved changes. Shareholders are also asked to approve a new Performance Share Grant Plan as a long-term incentive component of statutory executive officers’ compensation.

Positive

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Insights

Eletrobras seeks shareholder approval for rebranding, bylaw changes and a new executive share plan.

Eletrobras is calling a fully digital extraordinary and special meeting, with remote voting through Itaú, custody agents, B3 and the Atlas AGM platform. Key proposals include changing the corporate name to AXIA Energia S.A. and amending several bylaw provisions to refine and enhance executive powers.

The agenda also introduces a Performance Share Grant Plan as part of long-term compensation for statutory officers. Such plans typically align management incentives with share performance, although details like performance metrics or grant sizes are not outlined in the excerpt. Overall impact depends on final approved terms and how governance changes are implemented.


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 March, 2026

 

Commission File Number 1-34129

 


 

CENTRAIS ELÉTRICAS BRASILEIRAS S.A. - ELETROBRÁS

(Exact name of registrant as specified in its charter)




BRAZILIAN ELECTRIC POWER COMPANY

(Translation of Registrant's name into English)




Rua da Quitanda, 196 – 24th floor,
Centro, CEP 20091-005,
Rio de Janeiro, RJ, 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____

 

REMOTE VOTING BALLOT

EGM – CENTRAIS ELET BRAS S.A. – ELETROBRAS to be held on 04/15/2026

 

 

 

 

Shareholder's Name:
Shareholder's CNPJ or CPF:
Email:

Filling Instructions:

Should a shareholder of Centrais Elétricas Brasileiras S.A. – Eletrobras ("Company" or "AXIA Energia") choose to exercise its right to vote remotely at the Company's Annual and Extraordinary General Shareholder's Meeting ("AEGM"), to be held on April 15, 2026, at 2:00 p.m., this remote voting ballot ("BVD") shall be fully completed, signed and submitted, as of this date, to: (i) Itaú Corretora de Valores S.A., bookkeeping agent of the shares issued by the Company ("Bookkeeping Agent"); (ii) the custodian agent responsible for the custody of the shares issued by the Company held by the shareholder, if such shareholder holds shares in custody and provided that such agent offers this service ("Custody Agent"); (iii) the central depositary in which the shares are deposited, if its shares are deposited with B3 ("Central Depositary"); or (iv) the Company, directly.

In order for the BVD to be considered valid: (i) the shareholder must indicate above his name (or corporate name) and its CPF or CNPJ number, as applicable, and, in the appropriate field below, the e-mail address for any inquiries; and (ii) the last page must be signed by the shareholder or its legal representative(s), as applicable and under the terms of the legislation in force. The Management Proposal for the AEGM contains detailed instructions regarding the representation of shareholders. If the shareholder is considered a legal entity under Brazilian law, the signature must be made by its legal representatives or attorneys-in-fact duly empowered to do so.

The BVD sent directly to AXIA Energia must observe the procedures, requirements and formalities set forth in the Management Proposal.

BVDs received up to 4 (four) days prior to the date of the AEGM, that is, until April 11, 2026 (inclusive), will be admitted. BVDs received after such deadline will be deemed invalid and will not be processed or considered by the Company for purposes of the resolutions at the AEGM. If necessary, the shareholder may correct or resubmit the BVD and the supporting documents, provided that the Company receives them by the final established deadline.

If the shareholder decides to attend the AEGM and is duly accredited to do so, in person or by proxy, and expressly states the intention to vote in person, the voting instructions submitted through the BVD will be disregarded by the AEGM's board.

Pursuant to Article 6 of the Company's Bylaws, no shareholder or group of shareholders, Brazilian or foreign, public or private, is permitted to exercise voting rights in a number greater than the equivalent of ten percent (10%) of the total number of shares in which AXIA Energia's voting capital is divided, regardless of its interest in the capital stock. The concept of group of shareholders is set forth in Article 8 of the Company's Bylaws.

 

REMOTE VOTING BALLOT

EGM – CENTRAIS ELET BRAS S.A. – ELETROBRAS to be held on 04/15/2026

 

 

Instructions for sending your ballot, indicating the delivery process by sending it directly to the Company or submit voting instruction to the Bookkeeping Agent, the Custody Agent or the Central Depositary

The BVD may be submitted alternatively to: (i) the Bookkeeping Agent; (ii) the Custody Agent, provided that it offers such service; (iii) the Central Depositary; or (iv) the Company, directly.

Shareholders whose shares are registered in the book-entry system may cast their remote vote through the Bookkeeping Agent. In this case, the BVD must be submitted through the Itaú Assembleia Digital website. To do so, it will be necessary to register and have a digital certificate. Information on the registration and step-by-step instructions for issuing the digital certificate are available at: https://assembleiadigital.certificadodigital.com/itausecuritiesservices/artigo/home/assembleia-digital.

The Custody Agent may, but is not obligated to, receive the BVDs from the Company's shareholders. Shareholders are advised to verify with their respective Custody Agent whether it will provide such service, as well as its costs and procedures.

If the shareholder wishes to express its vote directly to the Central Depositary, it must submit its BVD through the electronic system made available by B3, in the "Investor Area" (available at https://www.investidor.b3.com.br/login), in the "Services" section, under the "Open Meetings" option. The Central Depositary may define operational rules and procedures for the organization and functioning of activities related to the collection and transmission of instructions for filling out the BVD, which must be observed by the shareholders.

The Company's shareholders may also, at their sole discretion, complete the BVD through the https://atlasagm.com/ website or through the "Atlas AGM" application available on the Apple Store and Google Play Store ("Application"), in accordance with the Management Proposal. BVDs submitted to the Company by means other than the https://atlasagm.com/ website or the Application will be refused and returned by the Company.

Postal and e-mail address for sending the remote voting ballot, if the shareholder chooses to deliver the document directly to the Company / Instructions on the electronic system for participation in meetings, if such form of participation is allowed

The AEGM will be exclusively digital, to be held through the digital platform of "Atlas AGM" ("Digital Platform"). Shareholders, their representatives or attorneys-in-fact, as applicable, who duly register by 11:59 p.m. on April 13, 2026, and access the Digital Platform by the time of the opening of the meeting, may participate in the AEGM. Detailed information on the rules and procedures for participation via Digital Platform or through submission of the BVD is contained in the Management Proposal for the AEGM, available on the Company's website (https://ri.axia.com.br/), the Brazilian Securities and Exchange Commission's website (https://sistemas.cvm.gov.br/) and B3 S.A. – Brasil, Bolsa, Balcão website (https://www.b3.com.br/pt_br/).

 

REMOTE VOTING BALLOT

EGM – CENTRAIS ELET BRAS S.A. – ELETROBRAS to be held on 04/15/2026

 

 

Indication of the institution hired by the Company to provide the securities bookkeeping service, with name, physical and e-mail address, telephone number and contact person

Itaú Corretora de Valores S.A.

Avenida Brigadeiro Faria Lima, No. 3,500, 3rd floor – São Paulo

Shareholder service:

3003-9285 (capital cities and metropolitan regions)

0800 7209285 (other locations)

Service hours are on business days from 9:00 a.m. to 6:00 p.m.

Email: atendimentoescrituracao@itau-unibanco.com.br

Resolutions / Issues related to the EGM

[Eligible tickers in this resolution: AXIA3 and AXIA7]

1.              Change of the Company's corporate name to "AXIA Energia S.A." and the consequent amendment to the Bylaws.

[ ] Approve [ ] Reject [ ] Abstain

[Eligible tickers in this resolution: AXIA3 and AXIA7]

2.              Amendment to the Bylaws to: (a) create item XXIX of article 45, (b) delete items V and VI of article 46; and (c) create articles 49 and 50, with the purpose of enhancing the executive powers of office.

[ ] Approve [ ] Reject [ ] Abstain

[Eligible tickers in this resolution: AXIA3 and AXIA7]

3.              If the resolutions set forth in items (i) and (ii) above are approved, as applicable, to approve the restatement of the Company's Bylaws, incorporating all amendments approved by shareholders, including renumbering adjustments, correction of typographical errors and conforming changes to defined terms and cross-references applicable to the Bylaws provisions.

[ ] Approve [ ] Reject [ ] Abstain

[Eligible tickers in this resolution: AXIA3 and AXIA7]

4.              To approve the Performance Share Grant Plan, which will form part of the statutory executive officers' compensation model as a long-term incentive.

[ ] Approve [ ] Reject [ ] Abstain

City: __________________________________________________________
Date: __________________________________________________________
Signature: __________________________________________________________
Shareholder's Name:

 

__________________________________________________________

Phone: __________________________________________________________

 

 

 

 

 

 

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: March 11, 2026

CENTRAIS ELÉTRICAS BRASILEIRAS S.A. - ELETROBRÁS
     
By:

/SEduardo Haiama


 
 

Eduardo Haiama

Vice-President of Finance and Investor Relations

 

 

 

FORWARD-LOOKING STATEMENTS

 

This document may contain estimates and projections that are not statements of past events but reflect our management’s beliefs and expectations and may constitute forward-looking statements under Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities and Exchange Act of 1934, as amended. The words “believes”, “may”, “can”, “estimates”, “continues”, “anticipates”, “intends”, “expects”, and similar expressions are intended to identify estimates that necessarily involve known and unknown risks and uncertainties. Known risks and uncertainties include, but are not limited to: general economic, regulatory, political, and business conditions in Brazil and abroad; fluctuations in interest rates, inflation, and the value of the Brazilian Real; changes in consumer electricity usage patterns and volumes; competitive conditions; our level of indebtedness; the possibility of receiving payments related to our receivables; changes in rainfall and water levels in reservoirs used to operate our hydroelectric plants; our financing and capital investment plans; existing and future government regulations; and other risks described in our annual report and other documents filed with the CVM and SEC. Estimates and projections refer only to the date they were expressed, and we do not assume any obligation to update any of these estimates or projections due to new information or future events. Future results of the Company’s operations and initiatives may differ from current expectations, and investors should not rely solely on the information contained herein. This material contains calculations that may not reflect precise results due to rounding.


FAQ

What is Eletrobras (EBR) asking shareholders to approve in this 6-K filing?

Eletrobras is asking shareholders to vote on changing its corporate name to AXIA Energia S.A., updating and restating its bylaws, and approving a Performance Share Grant Plan as a long-term incentive component of statutory executive officers’ compensation at an exclusively digital shareholders’ meeting.

Will Eletrobras (EBR) change its name to AXIA Energia S.A. automatically?

The name change to AXIA Energia S.A. will only occur if shareholders approve the specific resolution at the extraordinary and special general meeting. The proposal includes consequential bylaw amendments to reflect the new name across the company’s governing document, subject to shareholder consent.

What bylaw changes is Eletrobras (EBR) proposing in this meeting?

The company proposes creating item XXIX of article 45, deleting items V and VI of article 46, and adding new articles 49 and 50. These changes aim to enhance executive powers of office, followed by a full restatement of the bylaws incorporating approved amendments and technical corrections.

What is the Performance Share Grant Plan proposed by Eletrobras (EBR)?

The Performance Share Grant Plan is a long-term incentive program that would become part of statutory executive officers’ compensation. It contemplates granting performance-based shares, aligning part of management’s pay with company results, subject to shareholder approval at the extraordinary and special general meeting.

How can Eletrobras (EBR) shareholders vote remotely at the AEGM?

Shareholders may submit remote voting ballots through Itaú, custody agents that offer the service, B3’s Investor Area, or directly via the Atlas AGM website or app. Ballots sent to the company by other means will be refused and returned under the stated participation rules.

How will Eletrobras’ extraordinary and special general meeting be held?

The extraordinary and special general meeting will be held exclusively in digital format through the Atlas AGM digital platform. Shareholders, representatives or attorneys who register by 11:59 p.m. on April 13, 2026, and access the platform before opening may participate and exercise voting rights.
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