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 23, 2020
2. SEC Identification Number
PW-94
3. BIR Tax Identification No.
000-707-922
4. Exact name of issuer as specified in its charter
PAL Holdings, Inc.
5. Province, country or other jurisdiction of incorporation
Philippines
6. Industry Classification Code(SEC Use Only)
7. Address of principal office
8th Floor, PNB Financial Center, President Diosdado Macapagal Ave., CCP Complex, Pasay CityPostal Code1307
8. Issuer's telephone number, including area code
(632) 8810-2451
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
11,610,978,242
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.
PAL Holdings, Inc.PAL
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 Organizational Meeting of Board of Directors
Background/Description of the Disclosure
23 July 2020
DISCLOSURE DEPARTMENT THE PHILIPPINE STOCK EXCHANGE, INC. Philippine Stock Exchange Plaza, Ayala Triangle, Ayala Avenue, Makati City
Attention : Ms. Janet A. Encarnacion Head, Disclosure Department
Gentlemen:
Please be informed that at the Annual Stockholders’ Meeting of the Company held today, 23 July 2020, via Remote Communication, the Shareholders passed upon and approved the following:
1. Approved the Minutes of the previous Meeting held on 30 May 2019;
2. Approved the Management Report For The Year 2019;
3. Confirmed and Ratified All Acts and Resolutions of the Board of Directors and Management For The Year Ended 31 December 2019;
4. Approved the Amendment of Articles of Incorporation to increase the number of Directors from Nine (9) to Eleven (11);
5. The Election of the following as Directors of the Company, to serve as such for the ensuing year and/or until their successors shall have been elected and qualified:
LUCIO C. TAN - Chairman CARMEN K. TAN LUCIO C. TAN III JOSEPH T. CHUA RYUHEI MAEDA GILBERT GABRIEL F. SANTA MARIA JOHNIP G. CUA - Independent Director GREGORIO T. YU - Independent Director
6. Appointment of the Auditing Firm Sycip Gorres Velayo & Co. (SGV & Co.) as External Auditor For The Year 2020-2021.
Likewise, at the Organizational Meeting of the Board of Directors held immediately thereafter, the following matters were approved:
1. Election of the following Officers to the positions opposite their names, to serve as such for the ensuing year and/or until their successors shall have been elected and qualified:
LUCIO C. TAN - President, CEO and COO JUANITA T. TAN LEE - Treasurer MA. CECILIA L. PESAYCO - Corporate Secretary SUSAN T. LEE - Chief Finance Officer and Compliance Officer
2. Appointment of Members of the Board to the various committees as follows:
A. EXECUTIVE COMMITTEE Chairman: Lucio C. Tan Member: Johnip G. Cua
B. AUDIT AND RISK MANAGEMENT COMMITTEE Chairman Johnip G. Cua Members: Lucio C. Tan III Joseph T. Chua Gregorio T. Yu
C. NOMINATION COMMITTEE Chairman: Lucio C. Tan Members: Carmen K. Tan Johnip G. Cua
D. CORPORATE GOVERNANCE COMMITTEE Chairman: Gregorio T. Yu Members: Ryuhei Maeda Lucio C. Tan III Joseph T. Chua
We trust that you will find the foregoing in order.
Very truly yours, PAL HOLDINGS, INC. By:
(signed) MA. CECILIA L. PESAYCO Corporate Secretary
Noted by:
(signed) SUSAN T. LEE Chief Finance Officer and Compliance Officer
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
Lucio C. Tan
President, CEO and COO
450
-
-
Juanita T. Tan Lee
Treasurer
-
-
-
Ma. Cecilia L. Pesayco
Corporate Secretary
-
-
-
Susan T. Lee
Chief Finance Officer and Compliance Officer
-
-
-
List of Committees and Membership
Name of Committees
Members
Position/Designation in Committee
Executive Committee
Lucio C. Tan
Chairman
Executive Committee
Johnip G. Cua
Member
Audit and Risk Management Committee
Johnip G. Cua
Chairman
Audit and Risk Management Committee
Lucio C. Tan III
Member
Audit and Risk Management Committee
Joseph T. Chua
Member
Audit and Risk Management Committee
Gregorio T. Yu
Member
Nomination Committee
Lucio C. Tan
Chairman
Nomination Committee
Carmen K. Tan
Member
Nomination Committee
Johnip G. Cua
Member
Corporate Governance Committee
Gregorio T. Yu
Chairman
Corporate Governance Committee
Ryuhei Maeda
Member
Corporate Governance Committee
Lucio C. Tan III
Member
Corporate Governance Committee
Joseph T. Chua
Member
List of other material resolutions, transactions and corporate actions approved by the Board of Directors
None.
Other Relevant Information
This is to amend in order to reflect two additional members in the Corporate Governance Committee namely, Mr. Lucio C. Tan III and Mr. Joseph T. Chua.