Alternative Mode for Distributing and Providing Copies of the Notice of Meeting, Information Statement, and Other Documents in Connection with the Holding of Annual Stockholders' Meeting for 2023
SEC Notice • Securities and Exchange Commission • Notices • Mar 13, 2023
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March 13, 2023 SEC NOTICE TO : All Publicly Listed Companies (PLC),Public Companies and Other Companies with Registered Securities SUBJECT : Alternative Mode for Distributing and Providing Copies of the Notice of Meeting, Information Statement, and Other Documents in Connection with the Holding of Annual Stockholders' Meeting for 2023 The Commission En Banc resolved in its meeting on February 28, 2023, to provide publicly listed companies (PLCs),public companies, and other companies with registered securities under the supervision of the SEC's Markets and Securities Regulation Department and Corporate Governance and Finance Department (the "Concerned Companies") an alternative mode of complying with the existing requirements in the conduct of their 2023 Annual Stockholders' Meeting (ASM),to wit: A. Concerned companies shall be allowed to publish the Notice of Meeting for the 2023 ASM in the business section of two (2) newspapers of general circulation, in both print and online format, for two (2) consecutive days; Provided that, the last publication date of the Notice of Meeting (print and on-line) shall be made no later than twenty-one (21) days prior to the scheduled ASM. B. The Notice of Meeting shall inform the shareholders of the following: 1. Date, time and place of meeting and other information as may be required under the Revised Corporation Code, other issuances of the Commission or By-laws of the Corporation; 1 and 2. The availability of an electronic copy of the Information Statement, Management Report, SEC Form 17A and other pertinent documents ,as may be necessary under the given circumstances, on the Company's website (with the webpage address),and additionally, on the PSE Edge for PLCs. C. The above prescribed mode shall be an alternative to the available modes of sending Notices of Meetings as provided in the Concerned Companies' bylaws. Compliance by the Concerned Companies with the foregoing shall be considered a fulfillment of the requirements on the distribution and provision of the aforementioned documents as required under the 2015 SRC IRR, Revised Corporation Code, and other applicable issuances of the Commission. Footnotes 1. In case the company would be holding its 2023 ASM through teleconferencing, video conferencing and other remote or electronic means of communication, in accordance with SEC Memorandum Circular No. 6, Series of 2020, the relevant additional information shall be provided in the Notice of Meeting.
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