SEC eases rules for early stockholders’ meetings

THE Securities and Exchange Commission (SEC) has eased rules for publicly listed companies (PLCs) and other issuers of registered securities seeking to hold their annual stockholders’ meetings (ASMs) earlier than the date specified in their bylaws.

In a notice dated March 9, the SEC’s Markets and Securities Regulation Department (MSRD) said these companies will no longer need prior approval from the Commission to conduct early ASMs.

“Instead of obtaining prior approval from the SEC, all PLCs and other companies with registered securities must submit a written notice to the Commission regarding the early conduct of their ASM at least 32 business days ahead of the scheduled meeting,” the SEC said in a statement on Tuesday.

Under the revised procedure, companies planning to hold an early ASM must send a notice to the MSRD via e-mail stating the reason for the request and providing board approval through a Secretary’s Certificate.

The Commission said this requirement is intended to ensure compliance with timelines for filing and distributing the Preliminary Information Statement (PIS) and the Definitive Information Statement (DIS) under Republic Act No. 8799, or the Securities Regulation Code, and its implementing rules.

Companies must also disclose the early conduct of the ASM and the reason for the change by filing SEC Form 17-C on their websites and, for PLCs, on the Philippine Stock Exchange (PSE) Edge disclosure platform.

The SEC added that covered companies must ensure that stockholders’ rights are protected, promote minority stockholder participation in the ASM, and comply with the deadlines for filing the PIS and DIS and distributing the required information statements. — Alexandria Grace C. Magno