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)
Jul 18, 2024
2. SEC Identification Number
108476
3. BIR Tax Identification No.
000-390-189-000
4. Exact name of issuer as specified in its charter
Philippine Seven Corporation
5. Province, country or other jurisdiction of incorporation
PHILIPPINES
6. Industry Classification Code(SEC Use Only)
7. Address of principal office
7th Floor, The Columbia Tower Ortigas Avenue, Mandaluyong City Postal Code1550
8. Issuer's telephone number, including area code
(632) 8724-4441 to 53
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
756,418,283
11. Indicate the item numbers reported herein
Item 9. Other Events
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.
Philippine Seven CorporationSEVN
PSE Disclosure Form 4-3 - Amendments to Articles of Incorporation References: SRC Rule 17 (SEC Form 17-C) and Section 4.4 of the Revised Disclosure Rules
Subject of the Disclosure
Proposed Amendment to Amended Articles of Incorporation of Philippine Seven Corporation
Background/Description of the Disclosure
We updated to indicate the date of stockholders approval. At the Annual Stockholders’ Meeting of Philippine Seven Corporation held today, 18 July 2024 via remote communication at https://www.7-eleven.com.ph/2024-asm/, stockholders representing at least 2/3 of the outstanding capital stock of the Corporation approved and confirmed the resolutions of its Board of Directors dated May 02, 2024, on the Amendment of the Sixth Article of the Amended Articles of Incorporation on the Number of Directors from 11 to 9, as follows:
“RESOLVED, that the stockholders of Philippine Seven Corporation (the “Corporation”) hereby approve to amend the Sixth Article of the Corporation’s Amended Articles of Incorporation, so that the said article, as herein amended, shall henceforth read as follows:
“SIXTH – That the number of directors of the Corporation shall be nine (9) and the names, nationalities, and residences of the first directors of the Corporation who shall act as such until their successors shall have been duly elected and qualified are as follows:” (changes underscored)
“RESOLVED, FURTHER, that the above amendment shall take effect upon approval of the Securities and Exchange Commission (SEC) and in the next Annual Stockholders’ Meeting of the Corporation in 2025;
“RESOLVED, FINALLY, that any one of the Chairman of the Board, President, Treasurer or Corporate Secretary is hereby authorized to file the necessary petition and other requisite documents and papers to secure approvals from the appropriate government agencies and other entities to implement the foregoing resolution.” Upon approval by 2/3 votes by the stockholder, the application for the amendment shall be filled with the Securities and Exchange Commission (SEC) to secure its approval. The amended or reduced number of directors shall be implemented in the Annual Stockholders’ Meeting of the Corporation in 2025.
Date of Approval by Board of Directors
May 2, 2024
Date of Approval by Stockholders
Jul 18, 2024
Other Relevant Regulatory Agency, if applicable
-
Date of Approval by Relevant Regulatory Agency, if applicable
N/A
Date of Approval by Securities and Exchange Commission
TBA
Date of Receipt of SEC approval
TBA
Amendment(s)
Article No.
From
To
SIXTH
“SIXTH – That the number of directors of the Corporation shall be eleven (11) and the names, nationalities, and residences of the first directors of the Corporation who shall act as such until their successors shall have been duly elected and qualified are as follows:”
“SIXTH – That the number of directors of the Corporation shall be nine (9) and the names, nationalities, and residences of the first directors of the Corporation who shall act as such until their successors shall have been duly elected and qualified are as follows:”
Rationale for the amendment(s)
To facilitate compliance with SEC-recommended best practices on corporate governance and to ensure compliance of required number of Independent Directors.
The timetable for the effectivity of the amendment(s)
Expected date of filing the amendments to the Articles of Incorporation with the SEC
TBA
Expected date of SEC approval of the Amended Articles of Incorporation
TBA
Effect(s) of the amendment(s) to the business, operations and/or capital structure of the Issuer, if any