SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
Report of Foreign Private Issuer
Pursuant to Rule 13a-16 or 15d-16
of the Securities Exchange Act of 1934
For the month of June 2024
Commission File Number 1-03006
PLDT Inc.
(Exact Name of Registrant as Specified in Its Charter)
Ramon Cojuangco Building
Makati Avenue
Makati City
Philippines
(Address of principal executive offices)
(Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F.)
Form 20-F Form 40-F
(Indicate by check mark whether by furnishing the information contained in this Form, the registrant is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.)
Yes No
(If "Yes" is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b): 82- ________ )
NOTE REGARDING FORWARD-LOOKING STATEMENTS
Some information in this report may contain forward-looking statements within the meaning of Section 27A of the U.S. Securities Act of 1933 and Section 21E of the U.S. Securities Exchange Act of 1934. We have based these forward-looking statements on our current beliefs, expectations and intentions as to facts, actions and events that will or may occur in the future. Such statements generally are identified by forward-looking words such as “believe,” “plan,” “anticipate,” “continue,” “estimate,” “expect,” “may,” “will” or other similar words.
A forward-looking statement may include a statement of the assumptions or bases underlying the forward-looking statement. We have chosen these assumptions or bases in good faith. These forward-looking statements are subject to risks, uncertainties and assumptions, some of which are beyond our control. In addition, these forward-looking statements reflect our current views with respect to future events and are not a guarantee of future performance. Actual results may differ materially from information contained in the forward-looking statements as a result of a number of factors, including, without limitation, the risk factors set forth in “Item 3. Key Information – Risk Factors” in our annual report on Form 20-F for the fiscal year ended December 31, 2023. You should also keep in mind that any forward-looking statement made by us in this report or elsewhere speaks only as at the date on which we made it. New risks and uncertainties come up from time to time, and it is impossible for us to predict these events or how they may affect us. We have no duty to, and do not intend to, update or revise the statements in this report after the date hereof. In light of these risks and uncertainties, you should keep in mind that actual results may differ materially from any forward-looking statement made in this report or elsewhere.
EXHIBITS
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Exhibit Number |
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Copy of the disclosure letter that PLDT Inc. (the “Company”) filed on June 11, 2024 with the Philippine Stock Exchange and the Philippine Securities and Exchange Commission in connection with the results of the Annual Meeting of Stockholders and the Organizational Meeting of the Company held on June 11, 2024. |
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Signatures
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly authorized and caused this report to be signed on its behalf by the undersigned.
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PLDT Inc. |
By : /s/Mark David P. Martinez Name : Mark David P. Martinez Title : Assistant Corporate Secretary Date : June 11, 2024 |
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EXHIBITS
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Exhibit Number |
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Copy of the disclosure letter that PLDT Inc. (the “Company”) filed on June 11, 2024 with the Philippine Stock Exchange and the Philippine Securities and Exchange Commission in connection with the results of the Annual Meeting of Stockholders and the Organizational Meeting of the Company held on June 11, 2024. |
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June 11, 2024
The Philippine Stock Exchange, Inc.
6/F Philippine Stock Exchange Tower
28th Street corner 5th Avenue
Bonifacio Global City, Taguig City
Attention: Ms. Alexandra D. Tom Wong
Officer-In-Charge, Disclosure Department
Securities & Exchange Commission
7907 Makati Avenue, Salcedo Village,
Barangay Bel-Air, Makati City
Attention: Mr. Vicente Graciano P. Felizmenio, Jr.
Director – Markets and Securities Regulation Department
Gentlemen:
In compliance with Section 17.1 (b) of the Securities Regulation Code (“SRC”) and SRC Rule 17.1.1.1.3 (b) 2, we submit herewith a copy of SEC Form 17-C with respect to actions approved in the Annual Meeting of Stockholders and the Organizational Meeting of the Board of Directors of PLDT Inc. on June 11, 2024.
This submission shall also serve as our compliance with the PSE Revised Disclosure Rules.
Very truly yours,
/s/Mark David P. Martinez
Mark David P. Martinez
Assistant Corporate Secretary
PLDT Inc.
COVER SHEET
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Secondary License Type, If Applicable |
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COMPANY INFORMATION
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Company’s Email Address |
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Mobile Number |
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No. of Stockholders |
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11,382 As of May 31, 2024 |
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Every 2nd Tuesday of June |
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December 31 |
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CONTACT PERSON INFORMATION
The designated contact person MUST be an Officer of the Corporation
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Name of Contact Person |
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Email Address |
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Telephone Number/s |
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Mobile Number |
Marilyn A. Victorio-Aquino |
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mvaquino@pldt.com.ph |
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82500254 |
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Contact Person’s Address |
9/F MGO Building, Legaspi St. corner Dela Rosa St., Makati City |
Note: In case of death, resignation or cessation of office of the officer designated as contact person, such incident shall be reported to the Commission within thirty (30) calendar days from the occurrence thereof with information and complete contact details of the new contact person designated.
CURRENT REPORT UNDER SECTION 17
OF THE SECURITIES REGULATION CODE
AND SRC RULE 17.1
Date of Report (Date of earliest event reported)
2.SEC Identification Number PW-55
3.BIR Tax Identification No. 000-488-793
Exact name of issuer as specified in its charter
5. PHILIPPINES 6.____________ (SEC Use Only)
Province, country or other jurisdiction Industry Classification Code
of Incorporation
7. Ramon Cojuangco Building, Makati Avenue, Makati City 1200
Address of principal office Postal Code
8. (632) 8250-0254
Issuer's telephone number, including area code
9. Not Applicable
Former name or former address, if changed since last report
10.Securities registered pursuant to Sections 8 and 12 of the Securities Regulation Code and Sections 4 and 8 of the Revised Securities Act
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Title of Each Class |
Number of Shares of Common Stock Outstanding and Amount of Debt Outstanding |
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11. Item 4 (Election of Directors and Officers) and Item 9 (Other Events)
We disclose the following information pertaining to the Annual Meeting of Stockholders (“Annual Meeting”) and Organizational Meeting of the Board of Directors (“Organizational Meeting”) of PLDT Inc. (“PLDT” or the “Company”) on June 11, 2024 and actions approved in the said meetings:
1.Annual Meeting of Stockholders
1.1. The Annual Meeting was held on June 11, 2024 at 3:00 p.m. in hybrid format (combination of in-person and online attendance). The Notice and Agenda of the Annual Meeting were published in the May 10 and 11, 2024 issues of Philippine Star and Manila Times (in printed and online editions). The Notice and Agenda together with the Information Statement, Proxy Form, 2023 Management Report/Annual Report for the year ended December 31, 2023 in SEC Form 17-A and Quarterly Report for the first quarter of 2024 in SEC Form 17-Q (“Annual Meeting Materials”) are posted on the Company’s website and PSE EDGE. In addition, copies of the Annual Meeting Materials for the Annual Meeting of Stockholders held on June 13, 2023 and a copy of the Minutes of such Annual Meeting are likewise posted on the Company’s website.
(a)As at April 15, 2024 (the “Record Date”), the total outstanding PLDT shares entitling the holders thereof to attend and vote at the Annual Meeting is 366,055,775, broken down as follows:
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Class of Shares |
Number of Shares |
Common |
216,055,775 |
Voting Preferred |
150,000,000 |
Total |
366,055,775 |
(b)The total Common and Voting Preferred Shares (the “Voting Shares”) owned or held by the stockholders present or represented by proxy at the Annual Meeting was 308,439,936 representing 84.26% of the total outstanding Voting Shares of PLDT as at the Record Date, broken down as follows:
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Class of Shares |
Number of Shares |
% to Total Outstanding Shares |
Common |
158,439,936 |
43.28% |
Voting Preferred |
150,000,000 |
40.98% |
Total |
308,439,936 |
84.26% |
Therefore, there was a quorum for the valid transaction of business at the Annual Meeting.
(c)Twelve (12) directors including the Chairman of the Board, the Chairmen of the Audit, Risk, Governance, Nomination and Sustainability, Executive Compensation, Technology Strategy, and Data Privacy and Information Security Committees, the President and Chief Executive Officer and other key officers of the Company were present at the Annual Meeting. Representatives from the
Company’s independent auditors, SGV & Co. (“SGV”) were also present at the Annual Meeting.
1.2 Each item on the Agenda of the Annual Meeting that is subject to stockholders’ approval was voted upon by means of written voting instructions, proxies, and/or online voting in absentia.
1.3 The voting requirement and the votes cast for each one of the following items in the Agenda that is subject to stockholders’ approval are as follows:
(a)Approval of the audited financial statements for the fiscal year ended December 31, 2023 contained in the Company’s 2023 Annual Report in SEC Form 17-A:
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CLASS OF SHARES |
VOTING REQUIREMENT |
Majority of Total Outstanding Common and Voting Preferred Shares |
VOTES CAST |
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Common Shares |
158,204,526 |
Voting Preferred Shares |
150,000,000 |
Total |
308,204,526 |
With more than two-thirds (2/3) of the outstanding Voting Shares voted in favor of the approval of the audited financial statements of the Company for the fiscal year ended December 31, 2023 contained in the Company’s 2023 Annual Report in SEC Form 17-A, the Company’s financial statements were approved.
(b)Election of thirteen (13) directors, including three (3) independent directors for the ensuing year, whose background information are contained in the Information Statement:
The Chairman explained the review and screening process of the Governance, Nomination and Sustainability Committee (“GNSC”) to determine whether each of the director-nominees possesses the qualifications and none of the disqualifications for directorship, and whether each of the independent director-nominees meets the additional criteria and qualifications for an independent director, as well as the diversity aspects considered by the GNSC pursuant to the Company’s Board Diversity Policy.
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NAME OF DIRECTOR/ INDEPENDENT DIRECTOR |
VOTING REQUIREMENT |
Thirteen (13) nominees receiving the highest number of votes from the holders of Common and Voting Preferred Shares shall be declared elected and three (3) of them who have been pre-qualified as independent directors shall be declared elected as such |
VOTES CAST |
Mr. Bernido H. Liu (Independent Director) |
293,800,145 |
Ret. Chief Justice Artemio V. Panganiban (Independent Director) |
285,671,672 |
Ms. Bernadine T. Siy (Independent Director) |
292,905,186 |
Atty. Marilyn A. Victorio-Aquino |
294,336,394 |
Ms. Helen Y. Dee |
285,670,059 |
Atty. Ray C. Espinosa |
290,097,347 |
Mr. James L. Go |
289,504,486 |
Mr. Kazuyuki Kozu |
287,045,887 |
Mr. Rolando L. Macasaet |
291,405,705 |
Mr. Manuel V. Pangilinan |
351,632,899 |
Mr. Alfredo S. Panlilio |
291,608,570 |
Mr. Naoki Wakai |
291,419,338 |
Ms. Marife B. Zamora |
291,390,765 |
Each director/independent director-nominee received the votes of more than a majority of the outstanding Voting Shares. Since there are only thirteen (13) Board seats and thirteen (13) director-nominees, each director-nominee was elected. Three (3) of them, namely, Mr. Bernido H. Liu, Ret. Chief Justice Artemio V. Panganiban, and Ms. Bernadine T. Siy, who have been pre-qualified as independent directors, were elected as independent directors.
Attached are copies of the Certifications executed by Mr. Bernido H. Liu, Ret. Chief Justice Artemio V. Panganiban, and Ms. Bernadine T. Siy in connection with their election as independent directors of the Company.
1.4 SGV performed agreed upon procedures for the Company’s registration, tabulation and reporting modules, encoding and processing of proxies, encoding and processing of the online registration and online voting, and system reports generated by the Stockholder Management System (the “System”) in accordance with the Philippine Standards on Related Services 4400, Engagements and Agreed-Upon Procedures Regarding Financial Information issued by the Auditing Standards and Practices Council. Representatives from SGV were present at the Annual Meeting to check the accuracy and completeness of reports generated by the System.
1.5 Stockholders were given an opportunity to ask questions via email to pldtshareholderservices@pldt.com.ph. The questions raised were addressed or
responded to by the Chairman, President and Chief Executive Officer, and other key officers of the Company after the Election of Directors and prior to the discussion of Other Matters in the Agenda.
1.6 Stockholders were also informed that pursuant to the authority vested in the Audit Committee under the Company’s By-Laws, the Audit Committee appointed SGV as independent auditors to audit the financial statements of the Company for the year 2024, and such appointment was confirmed by the Board of Directors.
2. Organizational Meeting
2.1 The Organizational Meeting was held immediately after the adjournment of the Annual Meeting.
Twelve (12) directors/independent directors elected during the Annual Meeting were present in person in the Organizational Meeting except for Mr. James L. Go and Mr. Rolando L. Macasaet who joined the meeting via MS Teams. All nominees for appointment as member of the Advisory Board/Committee were also present in person.
2.2 The following actions were approved by the Board of Directors at the Organizational Meeting:
(a)Appointment of Mr. Manuel V. Pangilinan as Chairman of the Board of Directors and President and Chief Executive Officer of the Company.
(b)Appointment of Ret. Chief Justice Artemio V. Panganiban as Lead Independent Director.
(c)Appointment of the members of the Advisory Board/Committee:
Mr. Benny S. Santoso;
Mr. Christopher H. Young; and
Fr. Roberto C. Yap, S.J.
(d)Appointment of the Chairmen, Members and Advisors of the six (6) Board Committees, as follows:
Audit Commitee
Ms. Bernadine T. Siy, Chairman/Independent Member;
Mr. Bernido H. Liu, Independent Member;
Ret. Chief Justice Artemio V. Panganiban, Independent Member;
Ms. Corazon S. de la Paz-Bernardo, Advisor (Audit Committee Financial Expert);
Mr. James L. Go, Advisor; and
Mr. Kazuyuki Kozu, Advisor.
Risk Committee
Ret. Chief Justice Artemio V. Panganiban, Chairman/Independent Member;
Mr. Bernido H. Liu, Independent Member;
Ms. Bernadine T. Siy, Independent Member;
Mr. James L. Go, Member;
Mr. Kazuyuki Kozu, Member; and
Mr. Danny Y. Yu, Non-Voting Member.
Governance, Nomination and Sustainability Committee
Mr. Manuel V. Pangilinan, Chairman;
Mr. Bernido H. Liu, Independent Member;
Ret. Chief Justice Artemio V. Panganiban, Independent Member;
Ms. Bernadine T. Siy, Independent Member;
Mr. Kazuyuki Kozu, Member;
Ms. Gina Marina P. Ordoñez, Non-Voting Member; and
Ms. Melissa V. Vergel de Dios, Non-Voting Member.
Executive Compensation Committee
Mr. Manuel V. Pangilinan, Chairman;
Mr. Bernido H. Liu, Independent Member;
Ret. Chief Justice Artemio V. Panganiban, Independent Member;
Ms. Bernadine T. Siy, Independent Member;
Mr. Kazuyuki Kozu, Member; and
Ms. Gina Marina P. Ordoñez, Non-Voting Member.
Technology Strategy Committee
Mr. Manuel V. Pangilinan, Chairman;
Atty. Ray C. Espinosa, Member;
Mr. James L. Go, Member;
Mr. Kazuyuki Kozu, Member; and
Mr. Menardo G. Jimenez, Jr., Non-Voting Member.
Data Privacy and Information Security Committee
Mr. Manuel V. Pangilinan, Chairman;
Atty. Ray C. Espinosa, Member;
Mr. Kazuyuki Kozu, Member;
Mr. Bernido H. Liu, Independent Member; and
Atty. Marilyn A. Victorio-Aquino, Member.
(e)Election of the following officers to the positions indicated opposite their respective names:
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Name |
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Position |
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Mr. Manuel V. Pangilinan |
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Chairman, President and Chief Executive Officer |
Atty. Marilyn A. Victorio-Aquino |
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Senior Vice President, Chief Legal Counsel, Corporate Secretary, Head of Legal, Regulatory and Strategic |
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Affairs Group, Head of Supply Chain, and Head of Risk and Privacy |
Ms. Gina Marina P. Ordoñez |
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Senior Vice President and Chief People Officer |
Mr. Victorico P. Vargas |
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Leadership Transition Officer |
Mr. Danny Y. Yu |
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Senior Vice President, Chief Financial Officer and Chief Risk Management Officer |
Mr. Menardo G. Jimenez, Jr. |
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Senior Vice President |
Mr. Jeremiah M. de la Cruz |
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Senior Vice President |
Mr. Joseph Ian G. Gendrano |
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Senior Vice President |
Mr. Luis S. Reñon |
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Senior Vice President |
Mr. John Gregory Y. Palanca |
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Senior Vice President |
Mr. Leo I. Posadas |
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First Vice President and Treasurer |
Ms. Melissa V. Vergel De Dios |
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First Vice President and Chief Sustainability Officer |
Ms. Katrina L. Abelarde |
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First Vice President |
Mr. Benedict Patrick V. Alcoseba |
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First Vice President |
Mr. Marco Alejandro T. Borlongan |
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First Vice President |
Ms. Mary Julie C. Carceller |
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First Vice President |
Mr. Bernard H. Castro |
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First Vice President |
Ms. Darlene Stephanie D. Chiong |
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First Vice President |
Mr. Joseph Michael Vincent G. Co |
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First Vice President |
Atty. Joan A. De Venecia-Fabul |
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First Vice President |
Mr. Gil Samson D. Garcia |
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First Vice President |
Mr. Victor Emmanuel S. Genuino II |
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First Vice President |
Mr. John John R. Gonzales |
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First Vice President |
Atty. Ma. Criselda B. Guhit |
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First Vice President |
Ms. Leah Camilla R. Besa-Jimenez |
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First Vice President |
Mr. Gary Manuel Y. Kho |
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First Vice President |
Mr. Albert Mitchell L. Locsin |
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First Vice President |
Ms. Loreevi Gail O. Mercado |
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First Vice President |
Ms. Anna Karina V. Rodriguez |
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First Vice President |
Ms. Jeanine R. Rubin |
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First Vice President |
Ms. Bernadette C. Salinas |
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First Vice President |
Mr. Roderick S. Santiago |
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First Vice President |
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Mr. Patrick S. Tang |
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First Vice President |
Mr. Victor Y. Tria |
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First Vice President |
Mr. Jude Michael H. Turcuato |
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First Vice President |
Mr. John Henri C. Yanez |
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First Vice President |
Ms. Catherine L. Yap-Yang |
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First Vice President |
Atty. Ma. Magdalene A. Tan |
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Vice President and Head - Corporate Governance |
Atty. Mark David P. Martinez |
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Vice President and Assistant Corporate Secretary |
Ms. Minerva M. Agas |
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Vice President |
Ms. Cecille M. Alzona |
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Vice President |
Mr. Roy Victor E. Añonuevo |
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Vice President |
Mr. Tito Rodolfo B. Aquino, Jr. |
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Vice President |
Ms. Maria Cecilia A. Arevalo |
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Vice President |
Ms. Rona M. Erfe-Aringay |
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Vice President |
Mr. Jerameel A. Azurin |
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Vice President |
Mr. Francis A. Bautista |
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Vice President |
Ms. Dianne M. Blanco |
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Vice President |
Mr. Benjamin Jose C. Causon, Jr. |
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Vice President |
Ms. Ma. Monica M. Consing |
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Vice President |
Mr. Branden B. Dean |
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Vice President |
Mr. Ramil C. Enriquez |
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Vice President |
Mr. Aniceto M. Franco III |
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Vice President |
Mr. Leonard A. Gonzales |
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Vice President |
Mr. Silverio S. Ibay, Jr. |
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Vice President |
Mr. Gary F. Ignacio |
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Vice President |
Mr. Rai Antonio A. De Jesus |
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Vice President |
Mr. Javier C. Lagdameo |
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Vice President |
Mr. Ser John S. Layug |
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Vice President |
Mr. John Henry S. Lebumfacil |
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Vice President |
Mr. Armando Dodjie T. Lim |
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Vice President |
Mr. Czar Christopher S. Lopez |
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Vice President |
Mr. Paolo Jose C. Lopez |
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Vice President |
Ms. Ma. Carmela F. Luque |
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Vice President |
Ms. Evert Chris R. Miranda |
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Vice President |
Ms. Ruby S. Montoya |
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Vice President |
Atty. Oliver Carlos G. Odulio |
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Vice President |
Ms. Audrey Lyn S. Oliva |
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Vice President |
Mr. Charles Louis L. Orcena |
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Vice President |
Ms. Regina P. Pineda |
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Vice President |
Mr. Emerson C. Roque |
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Vice President |
Ms. Marielle M. Rubio |
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Vice President |
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Ms. Maria Christina C. Semira |
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Vice President |
Mr. Arvin L. Siena |
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Vice President |
Mr. Jerone H. Tabanera |
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Vice President |
Ms. Carla Elena A. Tabuena |
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Vice President |
Ms. Jecyn Aimee C. Teng |
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Vice President |
Mr. Milan M. Topacio |
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Vice President |
Ms. Ma. Delia V. Villarino |
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Vice President |
Mr. Radames Vittorio B. Zalameda |
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Vice President |
Pursuant to the requirements of the Securities Regulation Code, the Company has duly authorized and caused this report to be signed on its behalf by the undersigned.
PLDT INC.
By:
/s/Mark David P. Martinez
Mark David P. Martinez
Assistant Corporate Secretary
June 11, 2024
CERTIFICATION OF INDEPENDENT DIRECTOR
I, BERNIDO H. LIU, Filipino, of legal age and with office address at GABC 1155, 1155 North EDSA, Balintawak, Quezon City, after having been duly sworn to in accordance with law do hereby declare that:
1.I am an independent director of PLDT Inc. (“PLDT”), having been duly elected as such during PLDT’s Annual Meeting of Stockholders held on June 11, 2024.
2.I have been PLDT’s independent director since September 28, 2015.
3.I am affiliated with the following companies or organizations:
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COMPANY/ORGANIZATION |
POSITION/RELATIONSHIP |
PERIOD OF SERVICE |
Matimco Incorporated |
Chairman |
2003 – present |
LH Paragon Inc. |
Chairman |
2006 – present |
GOLDEN ABC, Inc. |
President Chairman and CEO |
2008 – Feb 2023 2008 – present |
Oakridge Realty Development Corporation |
Chairman |
2006 – present |
Greentree Food Solutions, Inc. |
Chairman |
2016 – present |
Medellin Realty Development Corporation |
Chairman |
September 2023 - present |
Mga Likha ni Inay, Inc. (member of CARD MRI) |
Director |
2015 – present |
4.I possess all the qualifications and none of the disqualifications to serve as an independent director of PLDT, as provided for in Section 22 of the Revised Corporation Code, Section 38 of the Securities Regulation Code, its Implementing Rules and Regulations and PLDT’s By-Laws and Manual on Corporate Governance.
5.To the best of my knowledge, I am not related (other than the relationship provided under Rule 38.2.3 of the Implementing Rules and Regulations of the Securities Regulation Code) to any director/officer/substantial shareholder of PLDT and its subsidiaries and affiliates.
6.To the best of my knowledge, I am not the subject of any pending criminal or administrative investigation or proceeding pending in court.
7.To the best of my knowledge, I am neither an officer nor an employee of any government agency or government-owned and controlled corporation.
8.I shall faithfully and diligently comply with my duties and responsibilities as independent director under the Securities Regulation Code and its Implementing Rules and Regulations, and PLDT’s By-Laws and Manual on Corporate Governance.
9.I shall inform the Corporate Secretary of PLDT of any changes in the abovementioned information within five days from its occurrence.
Done, this 11th day of June 2024, at Makati City.
__________________
BERNIDO H. LIU
SUBSCRIBED AND SWORN to before me this 11th day of June 2024 at Makati City, affiant personally appeared before me and exhibited to me his Philippine Passport No. P5687010B expiring on 26 October 2030.
NOTARY PUBLIC
Doc. No. 440;
Page No. 89;
Book No. IV
Series of 2024.
CERTIFICATION OF INDEPENDENT DIRECTOR
I, BERNADINE T. SIY, Filipino, of legal age and a resident of Makati City, after having been duly sworn to in accordance with law do hereby declare that:
1.I am an independent director of PLDT Inc. (“PLDT”), having been duly elected as such during PLDT’s Annual Meeting of Stockholders held on June 11, 2024.
2.I have been PLDT’s independent director since June 8, 2021.
3.I am affiliated with the following companies or organizations:
|
|
|
COMPANY/ORGANIZATION |
POSITION/ RELATIONSHIP |
PERIOD OF SERVICE |
Cebu Air, Inc. |
Independent Director |
Feb. 2021 – present |
JG Summit Holdings, Inc. |
Independent Director |
June 2024 – present |
Anvaya Cove Golf and Country Club, Inc. |
Independent Director |
Sept. 2021 – present |
Ateneo de Manila University |
Chairperson/ Trustee |
Feb. 2020 – present May 2014 – present |
B289 Properties Inc. |
Director/President |
Mar. 2016 – present |
Ruby Jacks Manila, Inc. |
Director |
Feb. 2015 – present |
Epicurean Partners Exchange Inc. (“EPEI”) |
Director |
Nov. 2008 – present |
Futureheads Industries, Inc. |
Director |
Aug. 2008 – present |
Space Modern Incorporated |
Director |
July 2006 – present |
Vast and Silver Corporation |
Director |
July 2006 – present |
BWF Holdings, Inc. |
Director |
Aug. 2004 – present |
Core Lifestyle Clothing, Inc. |
Director |
Jan. 2003 – present |
Coffee Concepts Corporation |
Director |
Jan. 2002 – present |
Ramona Holdings Corporation |
Director/President |
July 2000 – present |
Coffee Masters, Inc. |
Director |
2000 – present |
Lauderdale Corporation |
Director |
Oct. 1997 – present |
Authentic American Apparel, Inc. |
Director |
Nov. 1995 – present |
Interworld Properties Corporation |
Director/President |
Sept. 1995 – present |
Glenfield Properties, Inc. |
Director/President |
Mar. 1995 – present |
Roasters Phils., Inc. |
Director |
Aug. 1994 – present |
Master Holdings Corporation |
Director |
July 1994 – present |
Twin Rivers Holdings, Inc. |
Director |
July 1994 – present |
Goldlink Holdings, Inc. |
Director |
June 1994 – present |
L.A. Kustom Corporation |
Director |
July 2006 – present |
Fil-Pacific Apparel Corporation |
Director |
1987 – present |
Salomon Realty Corporation |
Director |
Sept. 1988 – present |
Foundation for Economic Freedom |
Trustee Fellow |
July 2020 – present June 2011 – present |
South Beach Holdings, Inc. |
Director |
May 2008 – present |
4.I possess all the qualifications and none of the disqualifications to serve as an Independent Director of PLDT, as provided for in Section 22 of the Revised Corporation Code, Section 38 of the Securities Regulation Code, its Implementing Rules and Regulations and the Company’s By-Laws and Manual on Corporate Governance.
5.To the best of my knowledge, I am not related (other than the relationship provided under Rule 38.2.3 of the Implementing Rules and Regulations of the Securities Regulation Code) to any director/officer/substantial shareholder of PLDT and its subsidiaries and affiliates.
6.To the best of my knowledge, I am not the subject of any pending criminal or administrative investigation or proceeding pending in court.
7.To the best of my knowledge, I am neither an officer nor an employee of any government agency or government-owned and controlled corporation.
8.I shall faithfully and diligently comply with my duties and responsibilities as independent director under the Securities Regulation Code and its Implementing Rules and Regulations, and PLDT’s By-Laws and Manual on Corporate Governance.
9.I shall inform the Corporate Secretary of PLDT of any changes in the abovementioned information within five days from its occurrence.
Done, this 11th day of June 2024, at Makati City.
_________________________
BERNADINE T. SIY
SUBSCRIBED AND SWORN to before me this 11th day of June 2024 at Makati City, affiant personally appeared before me and exhibited to me her Philippine Passport No. P5789993A expiring on 26 January 2028.
NOTARY PUBLIC
Doc. No. 441
Page No. 90
Book No. IV
Series of 2024.
CERTIFICATION OF INDEPENDENT DIRECTOR
I, ARTEMIO V. PANGANIBAN, Filipino, of legal age and a resident of Makati City, after having been duly sworn to in accordance with law do hereby declare that:
1.I am an independent director of PLDT Inc. (“PLDT”), having been duly elected as such during PLDT’s Annual Meeting of Stockholders held on June 11, 2024.
2. I have been PLDT’s independent director since April 23, 2013.
3.I am affiliated with the following companies or organizations:
|
|
|
COMPANY/ORGANIZATION |
POSITION/RELATIONSHIP |
PERIOD OF SERVICE |
Pan Philippine Resources Corp. |
Chairman |
1976 – present |
Arpan Investment and Management, Inc. |
Chairman |
1976 – present |
GMA Network Inc. |
Independent Director |
2007 – present |
Manila Electric Company |
Independent Director |
2008 – present |
GMA Holdings, Inc. |
Independent Director |
2009 – present |
Petron Corporation |
Independent Director |
2010 – present |
Asian Terminals Inc. |
Independent Director |
2010 – present |
JG Summit Holdings, Inc. |
Independent Director |
2021 – present |
RL Commercial REIT, Inc. |
Independent Director |
2021 – present |
Jollibee Foods Corp. |
Non-Executive Director |
2012 – present |
Metro Pacific Investments Corp. |
Independent Director Independent Advisor |
2007 – 2023 2023 – present |
Metro Pacific Tollways Corp. |
Independent Director |
2010 – present |
TeaM Energy Corporation |
Independent Director |
2015 – present |
Asian Hospital, Inc. |
Independent Director |
2016 – present |
Metropolitan Bank & Trust Co. |
Senior Adviser |
2007 – present |
Double Dragon Properties Corporation |
Adviser |
2014 – present |
MerryMart Consumer Corp. |
Adviser |
2020 – present |
For my full bio-data, log on to my personal website: cjpanganiban.com
4.I possess all the qualifications and none of the disqualifications to serve as an independent director of PLDT, as provided for in Section 22 of the Revised Corporation Code, Section 38 of the Securities Regulation Code, its Implementing Rules and Regulations and the Company’s By-Laws and Manual on Corporate Governance.
5.To the best of my knowledge, I am not related (other than the relationship provided under Rule 38.2.3 of the Implementing Rules and Regulations of the Securities Regulation Code) to any director/officer/substantial shareholder of PLDT and its subsidiaries and affiliates.
6.To the best of my knowledge, I am not the subject of any pending criminal or administrative investigation or proceeding pending in court.
7.To the best of my knowledge, I am neither an officer nor an employee of any government agency or government-owned and controlled corporation.
8.I shall faithfully and diligently comply with my duties and responsibilities as independent director under the Securities Regulation Code and its Implementing Rules and Regulations, and PLDT’s By-Laws and Manual on Corporate Governance.
9.I shall inform the Corporate Secretary of PLDT of any changes in the abovementioned information within five days from its occurrence.
Done, this 11th day of June 2024, at Makati City.
_______________________
ARTEMIO V. PANGANIBAN
SUBSCRIBED AND SWORN to before me this 11th day of June 2024 at Makati City, affiant personally appeared before me and exhibited to me his Philippine Passport No. P0388884B expiring on 23 January 2029.
NOTARY PUBLIC
Doc. No. 442
Page No. 90
Book No. IV
Series of 2024.
Signatures
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly authorized and caused this report to be signed on its behalf by the undersigned.
|
PLDT Inc. |
By : /s/Mark David P. Martinez Name : Mark David P. Martinez Title : Assistant Corporate Secretary Date : June 11, 2024 |
|
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