Eni (NYSE: E) shareholders see competing slates for board and auditors

Rhea-AI Filing Summary

Eni S.p.A. outlines proposed slates for its Board of Directors and Board of Statutory Auditors ahead of the Shareholders’ Meeting scheduled for 6 May 2026. The Italian Ministry of Economy and Finance (MEF), holding 2.166% of Eni’s share capital directly and a further 30.918% through Cassa Depositi e Prestiti for a total of 33.084%, has presented candidates for both boards and proposed Giuseppina Di Foggia as Chair of the Board of Directors.

A group of asset managers and institutional investors holding about 0.92% of the share capital has filed a separate slate for both boards and proposes Francesco Fallacara as Chair of the Board of Statutory Auditors. Shareholder Romano Minozzi and subsidiaries, with 3.27% of the share capital, have filed an additional slate for the Board of Directors.

All candidate slates and supporting documents will be available at Eni’s registered office, on its website, at Borsa Italiana and via the Consob‑authorised storage system “1Info”. Many candidates have declared compliance with independence requirements under Article 148 of the Consolidated Law on Finance and the Corporate Governance Code.

Key Figures

Direct MEF stake: 2.166% of share capital MEF stake via Cassa Depositi e Prestiti: 30.918% of share capital Total MEF-related stake: 33.084% of share capital +3 more

6 metrics

Direct MEF stake 2.166% of share capital Held directly by Ministry of Economy and Finance

MEF stake via Cassa Depositi e Prestiti 30.918% of share capital Indirect holding through Cassa Depositi e Prestiti S.p.A.

Total MEF-related stake 33.084% of share capital Combined direct and indirect MEF holdings

Institutional investor group stake about 0.92% of share capital Holds Eni shares backing a separate slate

Romano Minozzi group stake 3.27% of share capital Declared holding by Romano Minozzi and subsidiaries

Shareholders’ Meeting date 6 May 2026 Meeting to renew corporate bodies on single call

Key Terms

Board of Statutory Auditors, slates, Corporate Governance Code, Consolidated Law on Finance, +1 more

5 terms

Board of Statutory Auditors financial

"b) for the Board of Statutory Auditors Section I - Standing Statutory Auditors"

slates financial

"the following slates have been filed within the time limit provided by the law"

Corporate Governance Code financial

"by the Corporate Governance Code for listed companies"

A corporate governance code is a set of recommended rules and best practices that guide how a company’s leaders are chosen, overseen and held accountable, covering board makeup, executive pay, shareholder rights and transparency. Investors treat it like a recipe for trust: companies that follow the code are more likely to manage risks, provide reliable information and treat owners fairly, which can influence confidence, risk and long‑term returns.

Consolidated Law on Finance financial

"requirements provided by the law (Article 148 of the Consolidated Law on Finance)"

Shareholders’ Meeting financial

"on the agenda of the Shareholders' Meeting called on 6 May 2026"

Form 6-K: How Foreign Companies Report to the SEC →

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 6-K

Report of Foreign Issuer

Pursuant to Rule 13a-16 or 15d-16 of

the Securities Exchange Act of 1934

For the month of April 2026

Eni S.p.A.

(Exact name of Registrant as specified in its charter)

Piazzale Enrico Mattei 1 - 00144 Rome, Italy

(Address of principal executive offices)

(Indicate by check mark whether the registrant files or will file annual reports under cover of 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 12g3-2b under the Securities Exchange Act of 1934.)

Yes ¨     No x

(If "Yes" is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b): ____)

Table of contents

· Eni: filed slates for the renewal of the corporate bodies

SIGNATURES

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, hereunto duly authorised.

Eni S.p.A.

/s/ Giulia Saba

Name: Giulia Saba

Title: Head of Corporate

Secretary’s Staff Office

Date: April 13, 2026

 

Eni: filed slates for the renewal of the corporate bodies

Rome, 13 April 2026 - Eni informs that, in view of the renewal of the corporate bodies on the agenda of the Shareholders' Meeting called on 6 May 2026, on single call, the following slates have been filed within the time limit provided by the law.

1) Slates of the Shareholder Ministry of Economy and Finance (MEF), holder of 2.166% of the share capital of Eni¹.

a) for the Board of Directors:

1. Giuseppina Di Foggia (*)

2. Claudio Descalzi

3. Cristina Sgubin (*)

4. Matteo Petrella (*)

5. Benedetta Fiorini (*)

6. Stefano Cappiello (*).

b) for the Board of Statutory Auditors:

Section I - Standing Statutory Auditors

1. Marcella Caradonna (*)

2. Mauro Zanin (*)

3. Andrea Parolini (*).

Section II - Alternate Statutory Auditors

1. Giulia De Martino (*).

The Shareholder MEF proposes to elect Giuseppina Di Foggia as Chair of the Board of Directors (item 6 of the agenda).

¹ MEF also owns, through Cassa Depositi e Prestiti S.p.A., a further 30.918% stake, for a total of 33.084% of the share capital.

2) Slates of a group of Shareholders composed of asset management companies and other institutional investors, holders of a total of about 0.92% of the share capital of Eni.

a) for the Board of Directors:

1. Raphael Louis L. Vermeir (*)

2. Carolyn Adele Dittmeier (*)

3. Massimo Belcredi (*).

b) for the Board of Statutory Auditors:

Section I - Standing Statutory Auditors

1. Francesco Fallacara (*)

2. Maria Francesca Talamonti (*).

Section II - Alternate Statutory Auditors

1. Nadia Fontana (*).

The aforementioned shareholders propose to elect Francesco Fallacara as Chair of the Board of Statutory Auditors (item 9 of the agenda).

3) Slate for the Board of Directors of the Shareholder Romano Minozzi and his subsidiaries, that have declared to hold 3.27% of the share capital of Eni.

1. Emma Marcegaglia (*)

2. Veronica Squinzi (*).

With reference to the further items on the agenda of the aforementioned Eni Shareholders’ Meeting relating to the renewal of the Board of Directors and of the Statutory Auditors:

- as to the remuneration of the Chair of the Board of Directors and the Directors (item 7 of the agenda), the Shareholder MEF proposes to maintain those of the current mandate;

- as to the remuneration of the Chair of the Board of Statutory Auditors and the Standing Statutory Auditors (item 10 of the agenda), the Shareholder MEF proposes to maintain those of the current mandate.

The slates, together with the relevant supporting documentation, will be made available at the Company’s Registered Office in Rome, Piazzale Enrico Mattei, 1, on the Company’s website (www.eni.com, Governance/Shareholders’ Meeting 2026 section), at Borsa Italiana and on the centralized storage device authorised by Consob called "1Info", which can be consulted on the website www.1info.it, as provided by the law.

(*) Candidate who declared to hold the independence requirements provided by the law (Article 148 of the Consolidated Law on Finance), and by the Corporate Governance Code for listed companies.

Eni Company Contacts:

Press Office: Tel. +39.0252031875 – +39.0659822030

Freephone for shareholders (from Italy): 800940924
Freephone for shareholders (from abroad): +39.800 11 22 34 56

Switchboard: +39.0659821

ufficio.stampa@eni.com

segreteriasocietaria.azionisti@eni.com

investor.relations@eni.com

Website: www.eni.com

 

FAQ

What governance decision does Eni (E) describe in this Form 6-K?

Eni describes the filing of candidate slates for renewing its Board of Directors and Board of Statutory Auditors at the Shareholders’ Meeting on 6 May 2026. Multiple shareholder groups propose different candidates and chairs for these key corporate governance bodies.

How much of Eni’s share capital is held by the Italian Ministry of Economy and Finance?

The Ministry of Economy and Finance directly holds 2.166% of Eni’s share capital and a further 30.918% through Cassa Depositi e Prestiti, for a combined 33.084%. This significant stake underpins its role in proposing slates for board renewal.

Which candidates does the MEF propose to lead Eni’s corporate bodies?

The MEF proposes Giuseppina Di Foggia as Chair of Eni’s Board of Directors and presents full slates for both the Board of Directors and Board of Statutory Auditors. Several candidates have declared independence under Italian law and the Corporate Governance Code.

What stake do institutional investors hold in Eni’s share capital for their slate?

A group of asset management companies and other institutional investors collectively holds about 0.92% of Eni’s share capital. They have filed their own slates for the Board of Directors and the Board of Statutory Auditors and propose Francesco Fallacara as Chair of the auditors.

Who is the shareholder behind the third slate for Eni’s Board of Directors?

The third slate for Eni’s Board of Directors is filed by shareholder Romano Minozzi and his subsidiaries. They have declared holding 3.27% of Eni’s share capital and propose two independent candidates, including former chair Emma Marcegaglia and Veronica Squinzi.

Where can Eni shareholders access the full slates and supporting documents?

Shareholders can access the slates and supporting documentation at Eni’s registered office in Rome, on the company’s website in the Governance/Shareholders’ Meeting 2026 section, at Borsa Italiana and via the Consob‑authorised storage system “1Info” at www.1info.it.