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)
Apr 25, 2025
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
37F to 39F, Ayala Triangle Gardens Tower 2, Paseo De Roxas Corner Makati Avenue, Makati CityPostal Code1226
8. Issuer's telephone number, including area code
(02)7908-3000
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
623,596,776
Preferred A Shares (Reissued)
5,244,515
Preferred B Series 3 Shares
7,500,000
Voting Preferred Shares
20,000,0,000
11. Indicate the item numbers reported herein
Item 9 - Other Matters
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 4-25 - Results of Organizational Meeting References: SRC Rule 17 (SEC Form 17-C) and Section 4.4 of the Revised Disclosure Rules
Subject of the Disclosure
Results of the Organizational Board of Directors' Meeting
Background/Description of the Disclosure
-
List of elected officers for the ensuing year with their corresponding shareholdings in the Issuer
Name of Person
Position/Designation
Shareholdings in the Listed Company
Nature of Indirect Ownership
Direct
Indirect
Cezar P. Consing
President and Chief Executive Officer
10
399,376
Held thru PCD and ESOWN
Alberto M. de Larrazabal
Senior Managing Director, Chief Finance Officer and Finance Group Head
0
126,575
Held thru ESOWN
Maria Franchette M. Acosta
Managing Director, Chief Legal Officer, Corporate Secretary, Compliance Officer, Data Protection Officer and Corporate Governance Group Head
0
5,000
Held thru ESOWN
Catherine H. Ang
Managing Director and Chief Audit Executive
0
69,480
Held thru PCD and ESOWN (inclusive of 5,290 Voting Preferred Shares and 400 Preferred A (Re-issued) shares)
Karl Kendrick T. Chua
Managing Director and Data Analytics and Artificial Intelligence Group Head
0
20,000
Held thru ESOWN
Francisco Romero Milan
Managing Director and Chief Human Resource Officer and Corporate Resources Group Head
0
48,965
Held thru ESOWN
Juan Carlos L. Syquia
Managing Director and Deputy Chief Finance Officer (effective May 1, 2025)
-
-
To be disclosed upon submission of his SEC Form 23-A
Mark Robert H. Uy
Managing Director and Corporate Strategy and Business Development Group Head
0
41,000
Held thru ESOWN
Estelito C. Biacora
Executive Director and Treasurer
0
30,763
Held thru ESOWN
Josephine G. De Asis
Executive Director and Controller
0
60,287
Held thru ESOWN
Jaime Z. Urquijo
Executive Director and Chief Sustainability and Risk Officer, Strategic Communications, State Affairs, Security Management, Risk and Crisis Management and Sustainability Group Head
0
35,627
Held thru PCD and ESOWN
Rosario Carmela G. Austria
Assistant Corporate Secretary
0
7,098
Held thru ESOWN
List of Committees and Membership
Name of Committees
Members
Position/Designation in Committee
Executive Committee
Jaime Augusto Zobel de Ayala
Chairman
Executive Committee
Delfin L. Lazaro
Vice Chairman
Executive Committee
Cezar P. Consing
Member
Audit Committee
Rizalina G. Mantaring
Chairman
Audit Committee
Emmanuel P. Maceda
Member
Audit Committee
Chua Sock Koong
Member
Risk Management and Related Party Transactions Committee
Emmanuel P. Maceda
Chairman
Risk Management and Related Party Transactions Committee
Rizalina G. Mantaring
Member
Risk Management and Related Party Transactions Committee
Fernando Zobel de Ayala
Member
Corporate Governance and Nomination Committee
Chua Sock Koong
Chairman
Corporate Governance and Nomination Committee
Rizalina G. Mantaring
Member
Corporate Governance and Nomination Committee
Emmanuel P. Maceda
Member
Personnel and Compensation Committee
Chua Sock Koong
Chairman
Personnel and Compensation Committee
Fernando Zobel de Ayala
Member
Personnel and Compensation Committee
Rizalina G. Mantaring
Member
Finance Committee
Delfin L. Lazaro
Chairman
Finance Committee
Jaime Augusto Zobel de Ayala
Member
Finance Committee
Cezar P. Consing
Member
Finance Committee
Fernando Zobel de Ayala
Member
Sustainability Committee
Fernando Zobel de Ayala
Chairman
Sustainability Committee
Emmanuel P. Maceda
Member
Sustainability Committee
Chua Sock Koong
Member
Committee of Inspectors of Proxies and Ballots
Maria Franchette M. Acosta
Chairman
Committee of Inspectors of Proxies and Ballots
Catherine H. Ang
Member
Committee of Inspectors of Proxies and Ballots
Josephine G. De Asis
Member
List of other material resolutions, transactions and corporate actions approved by the Board of Directors
Our Board of Directors considered and approved the following:
1. Election of Mr. Jaime Augusto Zobel de Ayala and Mr. Fernando Zobel de Ayala as Chairman and Vice Chairman of the Board, respectively; 2. Election of Ms. Rizalina G. Mantaring as lead independent director; and, 3. The 2025 stock option program* pursuant to our Employee Stock Ownership Plan (the “Plan”). The program authorizes the grant to 114 executives, in accordance with the terms of the Plan, stock options covering up to a total of 812,000 common shares at a subscription price of Php558.61 per share, which is the rounded off volume-weighted average prices of our common shares at the Philippine Stock Exchange over the last 5-day trading days from April 16, 2025 to April 24, 2025.
*Subject to notification of and submission to the SEC of the revised Employee Stock Ownership Plan
Other Relevant Information
Please also be informed of the following members of our Management Committee:
Cezar P. Consing Maria Franchette M. Acosta Karl Kendrick T. Chua Alberto M. de Larrazabal Francisco Romero Milan Juan Carlos L. Syquia (effective May 1, 2025) Jaime Z. Urquijo Mark Robert H. Uy
Filed on behalf by:
Name
Maria Franchette Acosta
Designation
Corporate Secretary, Chief Legal Officer, Compliance Officer and Data Protection Officer