Embraer S.A. filed a Form 6-K on November 2, 2026, transmitting the management manual and proposal for an Extraordinary Shareholders' Meeting scheduled for November 30, 2026, at 2:30 p.m., to be held exclusively in digital format via Microsoft Teams.

Key Highlights

  • Single agenda item: Shareholders will vote on the approval of the company's Stock-Based Long Term Incentive Plan ("LTI Plan").
  • Digital-only format: The meeting will be held exclusively through the Microsoft Teams platform, consistent with CVM Resolution No. 81/22.
  • Quorum requirement: On first call, shareholders representing at least one quarter of the company's voting capital stock must be present; on second call, any number of shareholders suffices.
  • Voting cap: No shareholder or shareholder group may cast votes exceeding 5% of the company's capital stock, according to the filing.
  • Foreign shareholder limit: Foreign shareholders and foreign shareholder groups may not cast votes exceeding two thirds of the total votes exercisable by Brazilian shareholders in attendance.
  • Plan structure shift: The proposed LTI Plan replaces a prior model based on phantom shares settled exclusively in cash pursuant to a Board of Directors-approved plan, and adopts a multimodal structure.
  • Call notice publication dates: October 30, November 3, and November 4, 2026, in the newspapers "Valor Econômico" and "O Vale."

Embraer Proposes Multimodal Share-Based Incentive Plan for November Vote

Embraer S.A. (NYSE:EMBJ), a Brazil-based aerospace manufacturer, convened an Extraordinary Shareholders' Meeting for November 30, 2026, with a single item on the agenda: the approval of a new Stock-Based Long Term Incentive Plan. According to the filing, the proposal represents an evolution from the company's previous incentive model, which was based on phantom shares settled exclusively in cash under a plan approved by the Board of Directors. The new structure is described as multimodal, bringing together different incentive mechanisms under a single plan.

The filing states that management believes the multimodal framework "provides flexibility to align them with its strategy and current and future market conditions," and that the company will be "better positioned to attract, retain, and motivate top talent, thereby generating value for shareholders." The meeting will be held exclusively in digital format through Microsoft Teams, a format the company says reflects historical shareholder engagement patterns, the participation of foreign shareholders, and cost considerations for both the company and its shareholders.

Resolutions require an absolute majority of votes under Article 129 of the Brazilian Corporation Law, with blank votes excluded from the count. Each common share carries one vote per the company's Bylaws, subject to the 5% voting cap applicable to any individual shareholder or shareholder group and a separate ceiling restricting foreign shareholder votes to no more than two thirds of the votes exercisable by Brazilian shareholders present. The call notice was published in accordance with Brazilian law and posted on Embraer's investor relations site, B3's website, and the Brazilian Securities and Exchange Commission's website.

What Was Disclosed

Embraer filed management meeting materials for an Extraordinary Shareholders' Meeting on November 30, 2026, covering the proposed adoption of a new multimodal, share-based long-term incentive plan to replace the prior cash-settled phantom share arrangement approved by the Board of Directors.