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UNITED STATES
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 March, 2025
Commission File Number 001-34175
| ECOPETROL S.A. |
|
(Exact name of registrant as specified in its charter)
|
| N.A. |
|
(Translation of registrant’s name into English)
|
| COLOMBIA |
|
(Jurisdiction of incorporation or organization)
|
| Carrera 13 No. 36 – 24 |
| BOGOTA D.C. – COLOMBIA |
| (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 if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1)
Yes ¨ No x
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)
Yes ¨ No x
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- N/A 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.
SIGNATURES
| Ecopetrol S.A. | ||||
|
By: |
/s/ Alfonso Camilo Barco | |||
| Name: |
Alfonso Camilo Barco |
|||
| Title: | Chief Financial Officer | |||
Date: March 30, 2025
Decisions Adopted at the Shareholders’ Meeting of March 28, 2025
Ecopetrol S.A. (BVC: ECOPETROL; NYSE: EC) informs that during the ordinary General Shareholders’ Meeting held on March 28, 2025, which was duly convened in accordance with the legal and statutory requirements applicable to the Company, the shareholders cast their votes on each of the below items on the agenda:
| · | Approval of the agenda |
The proposed agenda for the meeting was approved.
| · | Appointment of the Chair of the Meeting |
Mr. Guillermo García Realpe, Chair of the Board of Directors, was appointed as Chair of the Meeting.
| · | Appointment of the Elections and Voting Committee of the Shareholders’ Meeting |
The Elections and Voting Committee of the General Shareholders’ Meeting was appointed as proposed by shareholder Edisson Forero.
| · | Appointment of the Committee for the Review and Approval of the Minutes of the General Shareholders’ Meeting |
The Committee for the Review and Approval of the Minutes of the General Shareholders’ Meeting was appointed as proposed by Sandra Serna.
| · | Presentation and assessment of the report prepared by Ecopetrol’s Board of Directors on its performance, development, and compliance with the Code of Good Governance |
The Chair of the Corporate Governance and Sustainability Committee, Dr. Ángela María Robledo, presented the summary of the report on the development of, and compliance with, the Code of Good Governance, which was approved by the Shareholders’ Meeting.
Additionally, the Report is included in the 2024 Integrated Management Report.
| · | Presentation and assessment of the 2024 Integrated Management Report |
The report was presented by the President of Ecopetrol and was approved by the shareholders. It is available for consultation on the corporate website:
https://www.ecopetrol.com.co/wps/wcm/connect/ea5f733b-92f0-430a-9ebd-7781d755ffb5/1.+Informe+Integrado+de+Gesti%C3%B3n+del+a%C3%B1o+2024.pdf?MOD=AJPERES&CVID=plEvDCl
| · | Presentation and deliberation concerning the audited individual and consolidated financial statements as of December 31, 2024 |
The financial statements were approved by the shareholders and are available for review on the corporate website:
https://www.ecopetrol.com.co/wps/wcm/connect/5669121f-132b-4fb0-bf2b-aeaa0a053a3f/3.+Estados+financieros+consolidados+a+diciembre+31+de+2024.pdf?MOD=AJPERES&CVID=plEFTRF
Additionally, the individual and consolidated financial statements are included in the 2024 Integrated Management Report.
| · | Reading of the statutory auditor’s opinion |
The statutory auditor proceeded to read their opinion.
| · | Presentation and approval of the profit distribution proposal for Ecopetrol shareholders |
Shareholders approved the distribution of profits corresponding to an ordinary dividend of two hundred fourteen pesos (COP $214) per share. As approved, the payment of this dividend will be made to minority shareholders in two equal installments, payable on April 4 and April 29, 2025. Additionally, the highest corporate body approved that the dividend payment to the majority shareholder be made in three installments as follows: 1) COP $2,200,000,000,000 on April 4, 2025, 2) COP $2,300,000,000,000 on April 29, 2025, and 3) COP $3,286,344,378,880 on June 27, 2025.
| · | Election of the statutory auditor for the 2025–2029 period and approval of their fees |
Shareholders approved the following:
To appoint the firm Deloitte & Touche S.A.S., identified with Tax ID No. 860.005.813-4, as the Statutory Auditor of Ecopetrol S.A. for fiscal years 2025, 2026, 2027, and 2028, with fees for 2025 equal to COP $4,565,200,000 plus VAT. For the years 2026 through 2028, fees will be adjusted to the annual inflation rate for the immediately preceding year, and will also include VAT. The firm will be responsible for appointing the individuals who will serve as principal and alternate statutory auditors, respectively.
The agreement with Deloitte & Touche S.A.S. is expected to be executed during April 2025, while the Statutory Audit and External Audit contract executed with the firm ERNST & YOUNG AUDIT S.A.S., Tax ID No. 860.008.890-5, will end on May 27, 2025.
| · | Election of the members of Ecopetrol’s Board of Directors for the 2025–2029 term |
The election of the members of the Board of Directors for the 2025–2029 term, as approved by shareholders gathered at the General Shareholders’ Meeting, is transcribed below:
| Line | Name | Quality |
| First | Ángela María Robledo Gómez | Independent |
| Second | Mónica De Greiff Lindo | Independent |
| Third | Guillermo García Realpe | Independent |
| Fourth | Álvaro Torres Macias | Independent |
| Fifth | Lilia Tatiana Roa Avendaño | Not Independent |
| Sixth | Alberto José Merlano Alcocer | Not Independent |
| Seventh | Hildebrando Vélez Galeano | Not Independent |
| Eighth | Ricardo Rodríguez Yee | Independent |
| Ninth | Luis Felipe Henao Cardona | Independent |
| · | Review and approval of an amendment to the internal regulations of the General Shareholders’ Meeting |
Shareholders approved the amendment to its internal regulations.
| · | Review and approval of the Board of Directors’ Succession Policy |
Shareholders approved the Succession Policy for the members of the Board of Directors as proposed by Ecopetrol.
The shareholders cast their votes on each of the items on the agenda as follows:
| Matter Submitted for consideration of the Shareholder´ Meeting | Agenda Proposed by Ecopetrol | Agenda with additions proposed by participating shareholders | Abstention | Blank Votes |
| Approval of the agenda | 99.79% | 0.02% | 0.19% | 0.00% |
| Matter Submitted for Consideration by the Shareholders’ Meeting | Votes in favor | Votes againts |
Blank Votes |
Abstention |
| Appointment of the Chair of the Shareholders’ Meeting | 100.00% | 0.00% | 0.00% | 0.00% |
| Appointment of the Elections and Voting Committee | 100.00% | 0.00% | 0.00% | 0.00% |
| Matter Submitted for Consideration by the Shareholders’ Meeting | Committee proposed by Sandra Serna | Committee proposed by Carlos Molano |
Blank Votes |
Abstention |
| Appointment of the Committee for the Review and Approval of the Minutes of the General Shareholders’ Meeting | 91.72% | 4.26% | 0.00% | 4.02% |
| Matter Submitted for Consideration by the Shareholders’ Meeting | Votes in favor | Votes againts |
Blank Votes |
Abstention |
| Approval of the Board of Directors’ Report on its Performance, Development, and Compliance with the Code of Good Governance | 96.02% | 3.98% | 0.00% | 0.00% |
| Approval of the 2024 Integrated Management Report | 96.01% | 3.95% | 0.00% | 0.04% |
| Approval of the Audited Individual and Consolidated Financial Statements | 100.00% | 0.00% | 0.00% | 0.00% |
| Matter Submitted for Consideration by the Shareholders’ Meeting | Majority Shareholder’s Proposal | Ecopetrol Proposal | Abstention | Single payment on April 4 | Distribution 40% | Net Income Reinvestmemt |
| Presentation and Approval of the Profit Distribution Proposal for Ecopetrol Shareholders | 91.75% | 8.18% | 0.07% | 0.00% | 0.00% | 0.00% |
| Matter Submitted for Consideration by the Shareholders’ Meeting | Votes in favor | Votes againts |
Blank Votes |
Abstention |
| Election of the Statutory Auditor | 100.00% | 0.00% | 0.00% | 0.00% |
| Election of the Members of the Board of Directors for the 2025–2029 Term and Approval of their Fees | 95.69% | 2.53% | 0.00% | 1.78% |
| Review and Approval of the Amendment to the Internal Regulations of the General Shareholders’ Meeting | 99.46% | 0.54% | 0.00% | 0.00% |
| Matter Submitted for Consideration by the Shareholders’ Meeting | Ecopetrol Proposal | Felipe Cuberos Proposal |
Blank Votes |
Abstention |
| Review and Approval of the Succession Policy for the Members of the Board of Directors | 95.70% | 4.25% | 0.00% | 0.05% |
| Matter Submitted for Consideration by the Shareholders’ Meeting | Proposal for statutory amendment submitted by Felipe Cuberos in his capacity as proxy for the pension and severance funds |
| Proposals and Miscellaneous | 7.68% in favor 91.81% against 0.51% abstention 0.00% blank votes |
| Matter Submitted for Consideration by the Shareholders’ Meeting | Proposal to call an extraordinary shareholders’ meeting to consider a statutory amendment aimed at establishing that one seat on the Board of Directors must be held by an Ecopetrol employee |
| Proposals and Miscellaneous | 95.17% in favor 0.07% against 4.76% abstention |
Note: The figures included in the table do not reflect all decimal places. Final numbers, including decimal places, will be included in the final text of the minutes of the meeting.
Bogotá D.C., March 28, 2025
Ecopetrol is the largest company in Colombia and one of the main integrated energy companies in the American continent, with more than 19,000 employees. In Colombia, it is responsible for more than 60% of the hydrocarbon production of most transportation, logistics, and hydrocarbon refining systems, and it holds leading positions in the petrochemicals and gas distribution segments. With the acquisition of 51.4% of ISA’s shares, the company participates in energy transmission, the management of real-time systems (XM), and the Barranquilla - Cartagena coastal highway concession. At the international level, Ecopetrol has a stake in strategic basins in the American continent, with Drilling and Exploration operations in the United States (Permian basin and the Gulf of Mexico), Brazil, and Mexico, and, through ISA and its subsidiaries, Ecopetrol holds leading positions in the power transmission business in Brazil, Chile, Peru, and Bolivia, road concessions in Chile, and the telecommunications sector.
This release contains statements that may be considered forward-looking statements within the meaning of Section 27A of the U.S. Securities Act of 1933, as amended, and Section 21E of the U.S. Securities Exchange Act of 1934, as amended. All forward-looking statements, whether made in this release or in future filings or press releases, or orally, address matters that involve risks and uncertainties, including in respect of the Company’s prospects for growth and its ongoing access to capital to fund the Company’s business plan, among others. Consequently, changes in the following factors, among others, could cause actual results to differ materially from those included in the forward-looking statements: market prices of oil & gas, our exploration, and production activities, market conditions, applicable regulations, the exchange rate, the Company’s competitiveness and the performance of Colombia’s economy and industry, to mention a few. We do not intend and do not assume any obligation to update these forward-looking statements.
For more information, please contact:
Head of Capital Markets
Carolina Tovar Aragón
Email: investors@ecopetrol.com.co
Head of Corporate Communications (Colombia)
Marcela Ulloa
Email: marcela.ulloa@ecopetrol.com.co