CURRENT REPORT UNDER SECTION 17 OF THE SECURITIES REGULATION CODE AND SRC RULE 17.2(c) THEREUNDER
1. Date of Report (Date of earliest event reported)
Feb 20, 2017
2. SEC Identification Number
AS094-000088
3. BIR Tax Identification No.
003-058-789
4. Exact name of issuer as specified in its charter
SM PRIME HOLDINGS, INC.
5. Province, country or other jurisdiction of incorporation
PHILIPPINES
6. Industry Classification Code(SEC Use Only)
7. Address of principal office
10th Floor Mall of Asia Arena Annex Building, Coral Way cor. J.W. Diokno Blvd., Mall of Asia Complex, Brgy. 76, Zone 10, CBP-1A, Pasay City, PhilippinesPostal Code1300
8. Issuer's telephone number, including area code
(632) 831-1000
9. Former name or former address, if changed since last report
N/A
10. Securities registered pursuant to Sections 8 and 12 of the SRC or Sections 4 and 8 of the RSA
Title of Each Class
Number of Shares of Common Stock Outstanding and Amount of Debt Outstanding
COMMON STOCK, P1 PAR VALUE
28,879,231,694
11. Indicate the item numbers reported herein
ITEM # 9, LETTER B
The Exchange does not warrant and holds no responsibility for the veracity of the facts and representations contained in all corporate disclosures, including financial reports. All data contained herein are prepared and submitted by the disclosing party to the Exchange, and are disseminated solely for purposes of information. Any questions on the data contained herein should be addressed directly to the Corporate Information Officer of the disclosing party.
SM Prime Holdings, Inc.SMPH
PSE Disclosure Form 4-4 - Amendments to By-Laws References: SRC Rule 17 (SEC Form 17-C) and Section 4.4 of the Revised Disclosure Rules
Subject of the Disclosure
Amendments to By-Laws
Background/Description of the Disclosure
During the regular meeting of the Board of Directors (the “Board”) of SM Prime Holdings, Inc. (the Corporation”) held today, February 22, 2016, the Board approved the Amendment of Article III, Section 6 of the Corporation’s By-laws increasing the quorum requirement for meetings of the Board from majority of the Board to at least 2/3 of the Board.
Date of Approval by Board of Directors
Feb 22, 2016
Date of Approval by Stockholders
N/A
Other Relevant Regulatory Agency, if applicable
Securities and Exchange Commission
Date of Approval by Relevant Regulatory Agency, if applicable
Feb 14, 2017
Date of Approval by Securities and Exchange Commission
Feb 14, 2017
Date of Receipt of SEC approval
Feb 16, 2017
Amendment(s)
Article and Section Nos.
From
To
Article III. Section 6
A majority of the number of directors as fixed in the Articles of Incorporation shall constitute a quorum for the transaction of corporate business, and every decision of at least a majority of the directors present at a meeting at which there is a quorum shall be valid as a corporate act, except for the election of the officers which shall require the vote of a majority of all the members of the Board.
At least two-thirds (2/3) of the number of directors as fixed in the Articles of Incorporation shall constitute a quorum for the transaction of corporate business, and every decision of at least a majority of the directors present at a meeting at which there is a quorum shall be valid as a corporate act, except for the election of the officers which shall require the vote of a majority of all the members of the Board.
Rationale for the amendment(s)
To increase the quorum requirement for meetings of the Board
The timetable for the effectivity of the amendment(s)
Expected date of filing the amendments to the By-Laws with the SEC
Feb 7, 2017
Expected date of SEC approval of the Amended By-Laws
Feb 14, 2017
Effect(s) of the amendment(s) to the business, operations and/or capital structure of the Issuer, if any
N/A
Other Relevant Information
The Securities and Exchange Commission (“SEC”) approved on February 14, 2017 the amendment to the By-Laws (Article III, Section 6) increasing the board quorum to two-thirds (2/3) of the number of Board of Directors.
Please see attached Certificate of Filing of Amended By-Laws of SM Prime Holdings, Inc. dated February 14, 2017 which was released by the SEC and received by SM Prime on February 16, 2017.
SM Prime Holdings, Inc.SMPH