Ambev S.A. Files 6-K on Corporate Governance

TL;DR

Ambev S.A. (ABEV) filed a 6-K detailing its corporate governance, important for investors tracking compliance and transparency.

AI Summary

Ambev S.A. filed a Form 6-K on July 30, 2024, reporting on the Brazilian Code of Corporate Governance. The filing covers the period ending September 30, 2024, and indicates Ambev's adherence to corporate governance standards. The company previously operated as InBev Corporate Holdings Inc. before changing its name on December 19, 2012.

Why It Matters

This filing provides insight into Ambev's commitment to transparent and robust corporate governance practices, which can influence investor confidence and company valuation.

Risk Assessment

Risk Level: low — The filing is a routine report on corporate governance and does not contain significant new financial or operational information that would immediately impact the company's risk profile.

Key Numbers

• 0001565025 — Central Index Key (Unique identifier for Ambev S.A. with the SEC.)

Key Players & Entities

• AMBEV S.A. (company) — Registrant
• InBev Corporate Holdings Inc. (company) — Former company name
• 20240730 (date) — Filing date
• 20240930 (date) — Reporting period end date
• 0001565025 (dollar_amount) — Central Index Key

FAQ

Filing Documents

• abev20240730_6k.htm (6-K) — 184KB
• image_002.jpg (GRAPHIC) — 1KB
• 0001292814-24-002885.txt ( ) — 188KB

From the Filing

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 July, 2024 Commission File Number 1565025 AMBEV S.A. (Exact name of registrant as specified in its charter) AMBEV S.A. (Translation of Registrant's name into English) Rua Dr. Renato Paes de Barros, 1017 - 3rd Floor 04530-000 São Paulo, SP Federative Republic of 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____ AMBEV S.A. Report on the Brazilian Code of Corporate Governance - Publicly Held Companies Updated as of July 30, 2024. 1. SHAREHOLDERS 1.1 Shareholding Structure 1.1.1 The corporate capital of the company shall be composed only by common shares. Practice adopted. 1.2 Shareholders’ Agreements 1.2.1 The shareholders’ agreements shall not bind the exercise of the voting right of any manager or member of the supervisory and control bodies. Practice partially adopted. As permitted by article 118 of Law No. 6,404/76, the shareholders’ agreement of the Company executed on April 16, 2013 between AmBrew S.A., InterBrew International B.V and Fundação Antonio e Helena Zerrenner Instituição Nacional de Beneficência (“FAHZ”) (“Shareholders’ Agreement”), bounds only the exercise of the voting right of the representatives of such shareholders in the Board of Directors and with regard to the matters indicated therein. In practice, it could not be different, since such directors, in their majority, exercise functions at the controlling shareholders or are somehow linked to them. The Shareholders’ Agreement became effective on July 2, 2019 and shall remain in force for the term during which FAHZ holds, at least, 1,501,432,405 shares representing the corporate capital of the Company (as such number is adjusted by bonuses, stock split and groupings of shares) or up to the moment when it terminates the agreement. The Shareholders’ Agreement does not bind the exercise of the voting right or the members of the Fiscal Council. 1 In addition, out of the eleven effective directors that compose the Board of Directors of the Company, three are independent (under the terms of CVM Resolution No. 80/22 and the Company’s bylaws) and, therefore, their votes, by definition, are not subject to the shareholders’ agreement. The Company’s shareholders’ agreement is available for consultation on its investor relations website (item “Corporate Governance”, “Shareholders’ Agreement”), as well as on the website of the Brazilian Securities Commission - CVM. 1.3 Shareholders’ Meetings 1.3.1 The Executive Board shall use the shareholders’ meeting to communicate the conduction of the businesses of the company, for which the company shall publish a manual aiming at facilitating and encouraging attendance at the shareholders’ meetings. Practice adopted. 1.3.2 The minutes shall allow full understanding of the discussions held at the meetings, even if drawn up as a summary of facts, and bear the identification of the votes casted by the shareholders. Practice adopted. 1.4 Defense Measures 1.4.1 The Board of Directors shall make a critical analysis of the advantages and disadvantages of the defense measure and of its characteristics, and, above all, of the triggers and price parameters, if applicable, explaining them. Not applicable. 1.4.2 Sections that render unfeasible the removal of the measure from the bylaws, the so-called “irrevocable clauses”, shall not be used. Not applicable. 2 1.4.3 In case the bylaws determine the performance of a public offering for acquisition of shares, whenever a shareholder or group of shareholders achieve, directly or indirectly, a relevant interest in the voting capital, the pricing rule of the offering shall not impose additions of premiums materially above the economic value or of the market value of the shares. Not applicable. 1.5 Change of Control 1.5.1 The bylaws of the company shall establish that: (i) transactions in which it is configured direct or indirect disposal of shareholding control shall be followed by public offering for acquisition of shares directed to all shareholders, for the same price and conditions obtained by selling shareholder; (ii) the managers shall state their position on the terms and conditions of corporate reorganizations, capital increases and ot

View Full Filing

View this 6-K filing on SEC EDGAR