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)
Oct 25, 2024
2. SEC Identification Number
1093
3. BIR Tax Identification No.
240-000-531-126
4. Exact name of issuer as specified in its charter
Centro Escolar University
5. Province, country or other jurisdiction of incorporation
Philippines
6. Industry Classification Code(SEC Use Only)
7. Address of principal office
No. 9 Mendiola St., San Miguel, ManilaPostal Code1005
8. Issuer's telephone number, including area code
(02) 8735-6861 to 71
9. Former name or former address, if changed since last report
Not Applicable
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
372,414,400
11. Indicate the item numbers reported herein
No. 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.
Centro Escolar UniversityCEU
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
Amendment of By Laws
Background/Description of the Disclosure
During the regular meeting of the CEU Board of Directors held in the afternoon of 30 August 2024, the Board of Directors approved for ratification by the Stockholders during the Annual Stockholders Meeting on 25 October 2024 the proposal to amend CEU's By-Laws in order to effect the following changes:
1. Amendment of Section 7, Article I of the By Laws of CEU to change the number of Independent Directors 2 to 3.
2. Amendment of Section 3 Article 1 of the By Laws of CEU to permanently allow voting in absentia via remote communication during Stockholder Meetings.
During the regular meeting of the BOD held in the afternoon of 24 September 2024, the Board further discussed the amendment to the by-laws and approved further changes on the bylaws, particularly Section 3 article 1 to also permanently allow attendance via remote communication during Stockholders Meetings, subject to the procedures as may be approved by the BOD.
Date of Approval by Board of Directors
Sep 24, 2024
Date of Approval by Stockholders
Oct 25, 2024
Other Relevant Regulatory Agency, if applicable
Not 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 and Section Nos.
From
To
Article 1 Section 3
-
(Additional paragraph) A stockholder has the option to avail of attendance via remote communication and/or voting in absentia via remote communication during Stockholders Meetings, subject to the procedures as may be issued by the Board of Directors.
Article 1 Section 7
Election of Independent Directors - Pursuant to Section 38 of the Securities Regulations Code, the University is required to have at least two independent directors or at least 20% of its board size, whichever is is the lesser.
Election of Independent Directors - The University is required to have at least three independent directors or at least 30% of its board size, whichever is is the lesser.
Rationale for the amendment(s)
1. Allowing attendance via remote communication and voting in absentia via remote communication will hopefully encourage active stockholder participation. 2. Having more independent directors is ideal for good corporate governance
The timetable for the effectivity of the amendment(s)
Expected date of filing the amendments to the By-Laws with the SEC
TBA
Expected date of SEC approval of the Amended By-Laws
TBA
Effect(s) of the amendment(s) to the business, operations and/or capital structure of the Issuer, if any
No foreseen negative effect. These changes were in fact intended to promote good governance.
Additional proposed amendment approved 24 September 2024 also intended for good governance because it will expand the options available to stockholders to encourage their participation.
Other Relevant Information
There is also an existing proposal to amend Articles of Incorporation related to increasing number of Directors.
Please see attached 17c.
Update 25 October 2024 made to report approval by the Stockholders during the Annual Stockholders Meeting.
See related disclosure (Results of Annual Stockholders Meeting).
Amendment of report made to reflect additional amendments approved during the 24 September 2024 BOD Meeting