Business Context and Reporting Period
This Form 6-K filing by Banco Santander (Brasil) S.A. relates to the month of June 2026. The document serves as a Call Notice and Management Proposal for an Extraordinary General Meeting (EGM) scheduled for July 02, 2026, at 3:00 PM at the company's headquarters in São Paulo, Brazil. The filing is not a financial results report but a corporate governance notification regarding Board of Directors elections.
Key Financial Metrics
The filing text does not provide any financial performance data. There are no disclosures regarding revenue, profit, cash flow, margins, debt, or liquidity for the period ending June 30, 2026, or any prior period.
Material Changes and Corporate Actions
The primary material change proposed in this filing is the restructuring of the Board of Directors. The agenda includes:
- Board Size: Fixing the number of Board members at 13.
- Elections: Electing two new Independent Directors:
- Márcio de Andrade Schettini: Founding Partner and CEO of Coruja Capital; former executive at Itaú Unibanco.
- Oscar Rodríguez Herrero: Former Chief Risk Officer of Global Corporate Banking at Santander Group; former Independent Board Member of XP Inc. and National Bank of Greece.
- Confirmation: Confirming the full composition of the Board, effective until the Ordinary General Meeting of 2027.
Three current Board members (Javier Maldonado Trinchant, Cristina San Jose Brosa, and Nitin Prabhu) hold positions within the Santander Spain Group.
Guidance, Outlook, and Risks
Management Commentary: The Board emphasizes that the new candidates bring robust executive leadership, international experience, and deep knowledge of the financial services industry. The filing encourages shareholder participation via in-person attendance, proxy, or remote voting to ensure a conscious decision-making process.
Risks and Contingencies:
- Regulatory Approval: The inauguration of the two new directors is subject to approval by the Central Bank of Brazil (BACEN).
- Voting Deadlines: Remote voting ballots must be submitted by June 29, 2026. Instructions sent after June 30, 2026, cannot be changed unless the shareholder attends the meeting in person.
- Quorum: A minimum of 5% of voting capital is required to apply the cumulative voting process for Board elections.
Investor Verification Checklist
- Verify the Central Bank of Brazil (BACEN) approval status for the two new director candidates (Márcio de Andrade Schettini and Oscar Rodríguez Herrero).
- Confirm the final composition of the Board of Directors following the July 02, 2026, EGM.
- Review the Remote Voting Ballot submission deadlines (June 29, 2026) if intending to vote without attending in person.
- Check for subsequent filings (e.g., Form 20-F or 8-K) for the actual financial results for the period ending June 30, 2026, as they are not included in this document.