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Nexa Resources (NEXA) holders approve 2026 accounts and larger share capital

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(Neutral)
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(Neutral)
Form Type
6-K

Rhea-AI Filing Summary

Nexa Resources S.A. reported shareholder voting results from its 2026 Annual and Extraordinary General Meetings held in Luxembourg. At the AGM, shareholders strongly supported the company’s annual accounts, consolidated financial statements, a share premium distribution, discharge and remuneration of the board, and the reappointment of PwC as auditor, with approval levels near or above 99% of votes cast.

Most board members standing for reelection received high backing, generally above 93% of votes cast, indicating broad support for the existing governance structure. At the EGM, shareholders approved authorizing the board to increase share capital and to raise the company’s authorized share capital to USD 800,000,000, each with over 92% of votes cast in favor. However, a related proposal to allow the board to limit or cancel preferential rights attracted very low support, with most votes cast against it, signaling shareholder resistance to reducing existing shareholders’ participation rights in future issuances.

Positive

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Negative

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Insights

Shareholders back capital headroom but reject weaker preemptive rights.

The meetings show Nexa Resources maintaining strong shareholder support for its financial reporting, board slate, and auditor, with most AGM items receiving around 99% approval. This suggests confidence in management and the current governance framework.

At the same time, the EGM authorized the board to increase share capital and lifted authorized share capital to USD 800,000,000, adding flexibility for future equity issuance or strategic moves. These are enabling changes rather than immediate transactions, so any effect depends on how the authority is used.

Notably, the proposal to let the board limit or cancel preferential rights drew only about 0.888% support relative to votes cast, with the vast majority voting against. This indicates shareholders favor preserving participation rights in future offerings, which may shape the structure of any equity raises disclosed in subsequent company filings.

Annual accounts votes for 93,364,590 votes AGM resolution 1, annual accounts
Consolidated statements votes for 93,365,101 votes AGM resolution 2, consolidated financial statements
Share premium distribution votes for 93,400,252 votes AGM resolution 3, share premium distribution
Authorized share capital USD 800,000,000 EGM resolution 1(b), increase in authorized share capital
Votes for capital increase authorization 86,468,144 votes EGM resolution 1(a), authorization to board to increase share capital
Votes for limiting preferential rights 829,445 votes EGM resolution 1(c), authorization to limit or cancel preferential rights
Votes against limiting preferential rights 92,599,483 votes EGM resolution 1(c), opposing limit or cancellation of preferential rights
Board remuneration votes for 93,386,254 votes AGM resolution 6, board remuneration approval
Annual General Meeting financial
"Voting Results of the Annual General Meeting of Shareholders held at 37A Avenue J-F Kennedy"
Extraordinary General Meeting financial
"Voting Results of the Extraordinary General Meeting of Shareholders held at 37A Avenue J-F Kennedy"
share premium distribution financial
"3) Share Premium Distribution 7,745,124 85,655,128 93,400,252"
authorized share capital financial
"Increase the authorized share capital to USD 800,000,000 and consequently amend article 5.7"
The maximum number of shares a company is legally allowed to issue according to its governing documents. Think of it as the size of the blank checkbook a company keeps for selling ownership stakes: it sets an upper limit but does not mean all shares are in circulation. Investors care because a larger authorized amount makes it easier for the company to raise money or grant stock-based pay, which can dilute existing holdings and affect control and value per share.
preferential rights financial
"Authorization to Board to Limit or Cancel Preferential Rights and consequently amend article 5.10"
Preferential rights are special claims that give certain shareholders priority over others for things like dividend payments, receiving assets if a company is sold or liquidated, or the first opportunity to buy newly issued shares. For investors, they matter because they act like a "VIP lane"—reducing risk or preserving ownership stakes by ensuring those holders get paid or can maintain their percentage before ordinary shareholders.
Articles of Association financial
"consequently amend article 5.8 of the Articles of Association"
A company's articles of association are its written rulebook that sets how the business is run, how decisions are made, and what rights owners and directors have—covering voting, meetings, appointment and removal of directors, share classes and dividend policies. For investors, these rules matter because they determine how easily control can change, what protections minority owners have, and how corporate actions (like issuing new shares or changing leadership) are approved, much like a home’s bylaws shaping what residents can and cannot do.
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Form 6-K: How Foreign Companies Report to the SEC →
 

 

U.S. SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 6-K

 

REPORT OF FOREIGN PRIVATE ISSUER

PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE

SECURITIES EXCHANGE ACT OF 1934

For the Month of June 2026

Nexa Resources S.A.

(Exact Name as Specified in its Charter)

       N/A       

(Translation of Registrant’s Name)

37A, Avenue J.F. Kennedy
L-1855, Luxembourg
Grand Duchy of Luxembourg
(Address of principal executive offices)

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 if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ____

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ____

Indicate by check mark whether by furnishing the information contained in this Form, the registrant 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  

If “Yes” is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b): Not applicable.

 
 

 

 

 

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, thereunto duly authorized.

Date: June 25, 2026.

  Nexa Resources S.A.
  By:/s/ José Carlos del Valle
  Name: José Carlos del Valle
 

Title:  Senior Vice President of Finance and Group Chief Financial Officer

 

 

 
 

 

EXHIBIT INDEX

 

Exhibit Description of Exhibit
99.1 Nexa Resources S.A. Voting Results AGM & EGM 2026
99.2 Nexa Resources SA – 2026 AGM Minutes
99.3 Nexa Resources SA – 2026 EGM Minutes

 

1 Nexa Resources S.A. 37A, Avenue J-F Kennedy L-1855 Luxembourg, Grand Duchy of Luxembourg R.C.S. Luxembourg B 185.489 Voting Results of the Annual General Meeting of Shareholders held at 37A Avenue J-F Kennedy, L-1855 Luxembourg, Grand Duchy of Luxembourg on June 25, 2026 Resolution FOR AGAINST ABSTENTION Total number of votes cast (excluding ABSTENTIONS) Majority (%) (a) as per tabulation report (FOR) (b) other than (a) Total number FOR (a) as per tabulation report (AGAINST) (b) other than (a) Total number AGAINST (a) as per tabulation report (ABSTENTION) (b) other than (a) Total number ABSTENTION (FOR) (AGAINST) (ABSTENTION) 1) Annual Accounts 7,709,462 85,655,128 93,364,590 19,170 0 19,170 61,451 0 61,451 93,383,760 99.979 2) Consolidated Financial Statements 7,709,973 85,655,128 93,365,101 18,645 0 18,645 61,465 0 61,465 93,383,746 99.980 3) Share Premium Distribution 7,745,124 85,655,128 93,400,252 27,338 0 27,338 17,621 0 17,621 93,427,590 99.971 4) Board Discharge 7,683,459 85,655,128 93,338,587 37,818 0 37,818 68,806 0 68,806 93,376,405 99.959 5) Directors Reelection: N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A a) Flavio Aidar 1,529,779 85,655,128 87,184,907 6,255,737 0 6,255,737 4,567 0 4,567 93,440,644 93.305 b) Jaime Ardila 1,529,041 85,655,128 87,184,169 6,256,487 0 6,256,487 4,555 0 4,555 93,440,656 93.304 c) Gianfranco Castagnola 7,625,558 85,655,128 93,280,686 159,959 0 159,959 4,566 0 4,566 93,440,645 99.829 d) Paulo De Moraes Macedo 7,626,647 85,655,128 93,281,775 158,869 0 158,869 4,567 0 4,567 93,440,644 99.830 e) Daniella Elena Dimitrov 7,271,988 85,655,128 92,927,116 513,580 0 513,580 4,515 0 4,515 93,440,696 99.450 f) Luis Ermírio De Moraes 1,528,533 85,655,128 87,183,661 6,256,973 0 6,256,973 4,577 0 4,577 93,440,634 93.304 g) Hilmar Rode 7,759,723 85,655,128 93,414,851 25,783 0 25,783 4,577 0 4,577 93,440,634 99.972 2 Resolution FOR AGAINST ABSTENTION Total number of votes cast (excluding ABSTENTIONS) Majority (%) (a) as per tabulation report (FOR) (b) other than (a) Total number FOR (a) as per tabulation report (AGAINST) (b) other than (a) Total number AGAINST (a) as per tabulation report (ABSTENTION) (b) other than (a) Total number ABSTENTION (FOR) (AGAINST) (ABSTENTION) h) Edward Ruiz 7,758,610 85,655,128 93,413,738 26,925 0 26,925 4,548 0 4,548 93,440,663 99.971 i) Jane Sadowsky 7,380,853 85,655,128 93,035,981 405,071 0 405,071 4,159 0 4,159 93,441,052 99.566 6) Board Remuneration 7,731,126 85,655,128 93,386,254 39,330 0 39,330 19,627 0 19,627 93,425,584 99.958 7) Reappointment of PwC 7,637,767 85,655,128 93,292,895 148,173 0 148,173 4,143 0 4,143 93,441,068 99.841 Chairman Secretary Scrutineer Alexandre Druta Karl Pardaens Octavio Lanzi 3 Nexa Resources S.A. 37A, Avenue J-F Kennedy L-1855 Luxembourg, Grand Duchy of Luxembourg R.C.S. Luxembourg B 185.489 Voting Results of the Extraordinary General Meeting of Shareholders held at 37A Avenue J-F Kennedy, L-1855 Luxembourg, Grand Duchy of Luxembourg on June 25, 2026 Resolution FOR AGAINST ABSTENTION Total number of votes cast (excluding ABSTENTIONS) Majority (%) (a) as per tabulation report (FOR) (b) other than (a) Total number FOR (a) as per tabulation report (AGAINST) (b) other than (a) Total number AGAINST (a) as per tabulation report (ABSTENTION) (b) other than (a) Total number ABSTENTION (FOR) (AGAINST) (ABSTENTION) 1) Authorization to Board to Increase Share Capital N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A a) Authorization to Board to Increase Share Capital and consequently amend article 5.8 of the Articles of Association 813,016 85,655,128 86,468,144 6,967,110 0 6,967,110 9,957 0 9,957 93,435,254 92.543 b) Increase the authorized share capital to USD 800,000,000 and consequently amend article 5.7 of the Articles of Association 1,440,869 85,655,128 87,095,997 6,329,251 0 6,329,251 19,963 0 19,963 93,425,248 93.225 c) Authorization to Board to Limit or Cancel Preferential Rights and consequently amend article 5.10 of the Articles of Association 829,445 0 829,445 6,944,355 85,655,128 92,599,483 16,283 0 16,283 93,428,928 0.888 4 Resolution FOR AGAINST ABSTENTION Total number of votes cast (excluding ABSTENTIONS) Majority (%) (a) as per tabulation report (FOR) (b) other than (a) Total number FOR (a) as per tabulation report (AGAINST) (b) other than (a) Total number AGAINST (a) as per tabulation report (ABSTENTION) (b) other than (a) Total number ABSTENTION (FOR) (AGAINST) (ABSTENTION) 2) Amendment of article 11.1 of the Articles of Association 7,682,138 85,655,128 93,337,266 40,988 0 40,988 66,957 0 66,957 93,378,254 99.956 3) Amendment of articles 6.1, 13.4, 13.10 and 13.13 of the Articles of Association 7,669,220 85,655,128 93,324,348 53,725 0 53,725 67,138 0 67,138 93,378,073 99.942 Chairman Secretary Scrutineer Alexandre Druta Karl Pardaens Octavio Lanzi

 
 

 

 
 

 

 
 

 

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Source: View Original Filing on SEC EDGAR

FAQ

What did Nexa Resources (NEXA) shareholders decide at the 2026 AGM?

Shareholders approved Nexa Resources’ annual accounts, consolidated financial statements, share premium distribution, board discharge and remuneration, and reappointed PwC. Most items received around 99% of votes cast in favor, indicating broad support for the company’s financial reporting and governance.

Were Nexa Resources (NEXA) directors reelected at the 2026 AGM?

Directors standing for reelection generally received strong backing. For example, candidates such as Hilmar Rode and Gianfranco Castagnola each obtained more than 93 million votes in favor, corresponding to approval levels around 99%, showing continued confidence in the board’s composition.

What capital changes did Nexa Resources (NEXA) shareholders approve at the 2026 EGM?

Shareholders authorized the board to increase share capital and approved increasing Nexa Resources’ authorized share capital to USD 800,000,000. These decisions provide additional flexibility for potential future equity issuances or capital actions without immediately changing existing shareholdings.

How did Nexa Resources (NEXA) shareholders vote on limiting preferential rights?

A proposal to authorize the board to limit or cancel preferential rights received only 829,445 votes in favor versus 92,599,483 against, a majority of about 0.888% in favor. This outcome indicates investors strongly opposed reducing existing shareholders’ participation rights in future issuances.

Did Nexa Resources (NEXA) shareholders approve board remuneration in 2026?

Yes. The resolution on board remuneration received 93,386,254 votes in favor against only 39,330 votes against, with 19,627 abstentions. This high approval level, near 99% of votes cast, signals broad shareholder acceptance of the company’s director pay structure.

Who continues as Nexa Resources (NEXA) external auditor after the 2026 AGM?

Shareholders approved the reappointment of PwC as Nexa Resources’ external auditor. The resolution received 93,292,895 votes in favor and 148,173 against, with 4,143 abstentions, reflecting strong support to maintain continuity in the company’s auditing relationship.

Filing Exhibits & Attachments

3 documents

Press Releases