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)
May 24, 2019
2. SEC Identification Number
34218
3. BIR Tax Identification No.
000-153-610-000
4. Exact name of issuer as specified in its charter
AYALA CORPORATION
5. Province, country or other jurisdiction of incorporation
PHILIPPINES
6. Industry Classification Code(SEC Use Only)
7. Address of principal office
32F to 35F, Tower One and Exchange Plaza, Ayala Triangle, Ayala Avenue, Makati CityPostal Code1226
8. Issuer's telephone number, including area code
(02) 908-3000
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 Shares
626,825,042
Preferred B Series 1 Shares
20,000,000
Preferred B Series 2 Shares
27,000,000
Voting Preferred Shares
200,000,000
11. Indicate the item numbers reported herein
Item 9
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.
Ayala CorporationAC
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 the By-Laws
Background/Description of the Disclosure
Please be informed that the Securities and Exchange Commission approved today the amendments of Sections 5, 6 and 8 of Article III of our By-Laws to allow our stockholders to vote through remote communication or in absentia, subject to the rules and regulations that may be issued by the Securities and Exchange Commission from time to time.
Date of Approval by Board of Directors
Mar 12, 2019
Date of Approval by Stockholders
Apr 26, 2019
Other Relevant Regulatory Agency, if applicable
N.A.
Date of Approval by Relevant Regulatory Agency, if applicable
N/A
Date of Approval by Securities and Exchange Commission
May 24, 2019
Date of Receipt of SEC approval
May 24, 2019
Amendment(s)
Article and Section Nos.
From
To
Article III, Section 5
For the election of directors, it is necessary that the majority of the outstanding capital stock be present or represented.
For the election of directors, it is necessary that the majority of the outstanding capital stock be present or represented. Stockholders casting votes through remote communication or in absentia, electronically or otherwise, shall be deemed present for purposes of determining the existence of a quorum.
Article III, Section 6
Any stockholder entitled to vote may be represented by proxy at any regular or special stockholders’ meetings. xxx
Any stockholder entitled to vote may vote in person, through remote communication, in absentia, or be represented by proxy at any regular or special stockholders’ meeting, subject to compliance with rules and regulations as may be issued by the Securities and Exchange Commission from time to time. xxx
Article III, Section 8
The election of Directors shall be by ballot and each stockholder entitled to vote may cast the vote to which the number of shares he owns entitles him, for as many persons as are Directors to be elected, xxx
The election of Directors shall be by ballot and each stockholder entitled to vote may cast the vote in person, by proxy, through remote communication, or in absentia, electronically or otherwise, to which the number of shares he owns entitles him, for as many persons as are Directors to be elected, xxx
Rationale for the amendment(s)
To authorize and allow participation and voting through remote communication or in absentia in all meetings of the stockholders, subject to compliance with the rules and regulations that may be issued by the SEC.
The timetable for the effectivity of the amendment(s)
Expected date of filing the amendments to the By-Laws with the SEC
May 23, 2019
Expected date of SEC approval of the Amended By-Laws
May 24, 2019
Effect(s) of the amendment(s) to the business, operations and/or capital structure of the Issuer, if any
-
Other Relevant Information
This disclosure is being amended to report the approval of Securities and Exchange Commission of the amendments to our By-Laws. Please see attached copy of the amended By-Laws.