Pampa Energy approves age-67 executive pay transition
Fixed compensation continues for four years, while variable compensation stops accruing from the fiscal year after an executive’s age-67 year.
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Rhea-AI Filing Summary
Pampa Energy Inc. (Pampa Energía S.A.)’s board approved amendments to certain key executives’ compensation agreements, including changes tied to reaching age 67 and a four-year transition in duties. Fixed compensation will continue for four years, while variable compensation will cease to accrue under the agreements’ age-related provisions. The amendments also clarify when incentive-payment acceleration is permitted and how accrued but unpaid entitlements are treated upon an executive’s death or total and permanent disability.
The company said the clarifications do not alter the originally agreed variable-compensation accrual, calculation or payment mechanisms. The Compensation Committee issued a favorable opinion, and the board unanimously approved the changes.
Filing Explained
The board approved amendments under which variable compensation for certain executives stops accruing beginning with the fiscal year after the year they turn 67, and may instead be allocated to other executives; the filing does not report that any reallocation has occurred.
Key Figures
Key Terms
variable compensation financial
acceleration of incentive payments financial
accrued but unpaid payment entitlements financial
total and permanent disability financial
FAQ
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
REPORT OF FOREIGN
ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16 UNDER
SECURITIES EXCHANGE ACT OF 1934
For the month of November, 2026
(Commission File No. 001-34429),
PAMPA ENERGIA S.A.
(PAMPA ENERGY INC.)
Argentina
(Jurisdiction of incorporation or organization)
Maipú 1
C1084ABA
City of Buenos Aires
Argentina
(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 12g3-2(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): 82- .)
This Form 6-K for Pampa Energía S.A. (“Pampa” or the “Company”) contains:
Exhibit 1: November 2, 2026 entitled “Material Event.”
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: November 2, 2026
| Pampa Energía S.A. | ||
| By: |
/s/ Gustavo Mariani |
|
|
Name: Gustavo Mariani Title: Chief Executive Officer |
||
FORWARD-LOOKING STATEMENTS
This press release may contain forward-looking statements. These statements are statements that are not historical facts, and are based on management's current view and estimates offuture economic circumstances, industry conditions, company performance and financial results. The words "anticipates", "believes", "estimates", "expects", "plans" and similar expressions, as they relate to the company, are intended to identify forward-looking statements. Statements regarding the declaration or payment of dividends, the implementation of principal operating and financing strategies and capital expenditure plans, the direction of future operations and the factors or trends affecting financial condition, liquidity or results of operations are examples of forward-looking statements. Such statements reflect the current views of management and are subject to a number of risks and uncertainties. There is no guarantee that the expected events, trends or results will a ctually occur. The statements are based on many assumptions and factors, including general economic and market conditions, industry conditions, and operating factors. Any changes in such assumptions or factors could cause actual results to differ materially from current expectations.
Buenos Aires, November 2nd, 2026
COMISIÓN NACIONAL
DE VALORES
BOLSAS Y MERCADOS
ARGENTINOS S.A.
Ref.: Material Event
Dear Sirs,
I am writing to you in my capacity as Market Relations Officer of Pampa Energía S.A. (the “Company”) to inform you that the Company’s Board of Directors, at its meeting held on the date hereof, approved certain amendments and adjustments to the existing compensation agreements entered into with certain key executives of the Company, which had been previously disclosed to the market (the relevant portion of the minutes is attached hereto as Annex I). The amendments include the implementation of a gradual reduction in compensation applicable once certain executives reach the age of 67, providing for a progressive reduction of their technical and administrative duties over a four-year period and an orderly transition of their responsibilities within the Company.
In addition, certain adjustments were made to such agreements for clarification purposes, intended to more accurately reflect the scope originally contemplated by the parties with respect to certain contractual provisions, without altering the general principles or objectives of the compensation arrangements previously approved.
The Board of Directors also acknowledged the favorable opinion issued by the Compensation Committee with respect to such adjustments, within the scope of its duties.
Sincerely,
María Agustina Montes
Head of Market Relations
Annex I
Consideration of the Renewal of the Framework Agreement for Transactions to be Entered into by the Company with Sociedad Argentina de Construcción y Desarrollo Estratégico S.A.
Key Executive Compensation Agreements. Correction and Clarification of Certain Inconsistencies.
The Chairman took the floor and informed that, as the Directors are aware, certain key executives (the “Executives”) of the Company have entered into individual compensation agreements intended to efficiently align the interests of such Executives with those of the Company and its shareholders, creating value for the Executives only to the extent that value is created for the shareholders.
The Chairman then recalled that the Compensation Agreements provide for fixed compensation and annual, contingent variable compensation linked to the appreciation of the Company’s market value, subject to the limitations and conditions set forth therein, and that such compensation structure remains fully in force and unchanged in its economic terms.
The Chairman further informed that, as part of a comprehensive review of the Compensation Agreements, certain drafting and interpretative inconsistencies were identified in connection with the circumstances triggering acceleration of incentive payments and the treatment of payment entitlements in the event of the death or disability of the Executives. Such provisions did not fully reflect the Parties’ original intent regarding the nature, scope and purpose of such benefits.
Accordingly, certain clarifications and specifications were introduced into the Compensation Agreements in order to: (i) more clearly define the exceptional circumstances in which acceleration of incentive payments is permitted; (ii) expressly establish the treatment applicable to accrued but unpaid payment entitlements in the event of the death or total and permanent disability of the Executives; and (iii) prevent unintended or overly broad interpretations, in each case without modifying the accrual, calculation or payment mechanisms applicable to the variable compensation as originally agreed.
In addition, it was agreed that, beginning with the fiscal year following the fiscal year in which certain Executives reach the age of 67, variable compensation will cease to accrue and may be allocated to one or more other executives of the Company, while fixed compensation will continue for a period of four years.
Finally, the Chairman informed that the Compensation Committee had issued its opinion that the corrections and clarifications to the agreements are consistent with the Company’s Compensation Policy and with market practices applicable to executive positions of a similar nature.
In this regard, the Chairman proposed that the Board of Directors approve the foregoing. After hearing the foregoing, the Board of Directors unanimously RESOLVED to approve the matters reported by the Chairman.