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 4-3 - 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
Amendment of Articles of Incorporation
Background/Description of the Disclosure
During the recently concluded Regular Meeting of the Board of Directors of CEU held in the afternoon of 30 August 2024, the Board of Directors approved the proposal to amend Article 6 of the Articles of Incorporation to change the number of Directors from 9 to 10. The proposal shall be submitted for approval by the Stockholders during the Annual Stockholders Meeting on 25 October 2024
Date of Approval by Board of Directors
Aug 30, 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 No.
From
To
6
That the number of Directors of the Corporation shall be nine (9)
That the number of Directors of the Corporation shall be ten (10)
Rationale for the amendment(s)
This proposal to change in related to the proposal to amend By Laws. The purpose is to increase number of Directors from 9 to 10, so that the number of Independent Directors will be increased from 2 to 3.
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
No foreseen adverse effect. As a matter of fact, the increase in number of Independent Directors (the ultimate goal for the amendment) is seen as favourable for Corporate Governance purposes.
Other Relevant Information
Please see attached SEC Form 17c.
October 25 2024 amendment made to update and report date of approval by the stockholders during the Annual Stockholders Meeting
Please see attached related disclosure (Results of Annual Stockholders Meeting).