SEC eases early stockholders’ meeting rules

The Securities and Exchange Commission has relaxed the requirements for publicly listed companies and other issuers of registered securities that plan to hold their annual stockholders’ meetings earlier than the date set in their bylaws.

In a notice dated March 9, the SEC’s Markets and Securities Regulation Department said publicly listed companies and other companies with registered securities under its supervision no longer need prior approval from the commission to conduct an annual stockholders’ meeting ahead of schedule.

Instead, covered companies must submit written notice to the commission at least 32 business days before the scheduled meeting.

The notice, which must be submitted through the Markets and Securities Regulation Department at msrd_srd@sec.gov.ph, should state the justifiable reason for the early meeting and carry board approval supported by a secretary’s certificate.

The SEC said the written-notice requirement will help ensure compliance with the prescribed deadlines for filing and distributing the Preliminary Information Statement and Definitive Information Statement under Republic Act No. 8799, or the Securities Regulation Code, and its implementing rules and regulations.

Companies must also disclose the early meeting and the reason for it through SEC Form 17-C.

That disclosure must be posted on the company’s website and, for publicly listed companies, on the Philippine Stock Exchange EDGE platform.

In addition, covered companies must ensure that stockholders’ rights are not impaired, encourage minority stockholders to attend the meeting, and comply with the deadlines for filing the Preliminary Information Statement and Definitive Information Statement, as well as for distributing information statements.