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6-K 1 03.08.2024_asmmatters.htm 6-K 6-K

 

 

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 6-K

REPORT OF FOREIGN ISSUER

PURSUANT TO RULE 13a-16 OR 15d-16

OF THE SECURITIES EXCHANGE ACT OF 1934

For the month of March 2024

(Commission File No. 1-03006)

PLDT Inc.

(Translation of registrant’s name into English)

 

Ramon Cojuangco Building

Makati Avenue

Makati City

Philippines

(Address of registrant’s principal executive office)

 

(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, 2022. 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.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

1

 

 

 

EXHIBITS

 

 

Exhibit Number

 

Page

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Copies of the disclosure letters that PLDT Inc. (the “Company”) filed on March 7, 2024 with the Philippine Stock Exchange, the Philippine Securities and Exchange Commission, and the Philippine Dealing and Exchange Corporation regarding the approval by the Board of Directors of PLDT Inc. (respectively, the “Board” and the “Company”) on March 7, 2024 of the following items in connection with the Annual Meeting of Stockholders of the Company for 2024 (the “Annual Meeting”):

 

(a)
The Annual Meeting will be held on June 11, 2024 at 3:00 p.m. Per the By-Laws of the Company, the Annual Meeting shall be held on the second Tuesday of June;
(b)
The record date for the determination of stockholders entitled to notice of any to vote at the Annual Meeting is April 15, 2024. The stock and transfer books of the Company will not be closed;
(c)
The last day for filing of proxies in connection with the Annual Meeting will be on May 31, 2024;
(d)
The validation of proxies in connection with the Annual Meeting will be done on June 5, 2024; and
(e)
In accordance with the Company’s By-Laws, the nominations for election of directors/independent directors at the Annual Meeting shall be submitted to the Board of Directors through the Chairman or Corporate Secretary at the Company’s principal place of business at least sixty (60) working days before the meeting or by March 13, 2024.

 

 

 

 

 

The Notice, Agenda and other materials in connection with the Annual Meeting will be submitted in accordance with applicable rules.

 

5

 

 

 

 

 

 

 

 

 

 

 

2

 

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: March 8, 2024

3
EX-99.1 2 phi-ex99_1.htm EX-99.1 EX-99.1

 

 

 

 

Exhibit 99.1

 

 

 

 

Exhibit No.

Exhibit

 

 

 

 

 

 

 

99.1

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Copies of the disclosure letters that PLDT Inc. (the “Company”) filed on March 7, 2024 with the Philippine Stock Exchange, the Philippine Securities and Exchange Commission, and the Philippine Dealing and Exchange Corporation regarding the approval by the Board of Directors of PLDT Inc. (respectively, the “Board” and the “Company”) on March 7, 2024 of the following items in connection with the Annual Meeting of Stockholders of the Company for 2024 (the “Annual Meeting”):

 

(a)
The Annual Meeting will be held on June 11, 2024 at 3:00 p.m. Per the By-Laws of the Company, the Annual Meeting shall be held on the second Tuesday of June;
(b)
The record date for the determination of stockholders entitled to notice of any to vote at the Annual Meeting is April 15, 2024. The stock and transfer books of the Company will not be closed;
(c)
The last day for filing of proxies in connection with the Annual Meeting will be on May 31, 2024;
(d)
The validation of proxies in connection with the Annual Meeting will be done on June 5, 2024; and
(e)
In accordance with the Company’s By-Laws, the nominations for election of directors/independent directors at the Annual Meeting shall be submitted to the Board of Directors through the Chairman or Corporate Secretary at the Company’s principal place of business at least sixty (60) working days before the meeting or by March 13, 2024.

 

 

 

 

 

 

 

 

 

The Notice, Agenda and other materials in connection with the Annual Meeting will be submitted in accordance with applicable rules.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

March 7, 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

 

Philippine Dealing & Exchange Corporation

29th Floor, BDO Equitable Tower

8751 Paseo de Roxas, Makati City 1226

 

Attention: Mr. Antonino A. Nakpil

President and Chief Executive Officer

 

Gentlemen:

 

In compliance with Section 17.1(b) of the Securities Regulation Code (SRC), SRC Rule 17.1.1.1.3(b)2 and the PSE Revised Disclosure Rules, we submit herewith a copy of SEC Form 17-C in connection with the Annual Meeting of Stockholders of PLDT Inc.

 

 

Very truly yours,

 

 

/s/Mark David P.Martinez

Mark David P. Martinez

Assistant Corporate Secretary

PLDT Inc.

 

 

 

 

 

 

 

COVER SHEET

SEC Registration Number

P

W

-

5

5

 

 

 

 

 

 

Company Name

P

L

D

T

 

I

N

C.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Principal Office (No./Street/Barangay/City/Town/Province)

R

A

M

O

N

 

C

O

J

U

A

N

G

C

O

 

B

U

I

L

D

I

N

G

 

 

 

 

 

 

 

M

A

K

A

T

I

 

A

V

E

N

U

E

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

M

A

K

A

T

I

 

C

I

T

Y

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Form Type

 

 

 

Department requiring the report

 

 

 

Secondary License Type, If Applicable

 

 

17

-

C

 

 

 

 

 

 

 

 

M

S

R

D

 

 

 

 

 

 

 

 

 

 

 

 

 

COMPANY INFORMATION

 

Company’s Email Address

 

Company’s Telephone Number/s

 

Mobile Number

 

 

 

 

 

 

 

 

 

No. of Stockholders

 

Annual Meeting
Month/Day

 

Fiscal Year
Month/Day

 

 

11,387

As of February 29, 2024

 

Every 2nd Tuesday of June

 

December 31

 

CONTACT PERSON INFORMATION
The designated contact person MUST be an Officer of the Corporation

Name of Contact Person

 

Email Address

 

Telephone Number/s

 

Mobile Number

Marilyn A. Victorio-Aquino

 

mvaquino@pldt.com.ph

 

82500254

 

 

Contact Person’s Address

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.

 

 

SECURITIES AND EXCHANGE COMMISSION

 

 

CURRENT REPORT UNDER SECTION 17

OF THE SECURITIES REGULATION CODE

AND SRC RULE 17.1

 

1.
March 7, 2024

Date of Report (Date of earliest event reported)

 

2.
SEC Identification Number PW-55

 

3.
BIR Tax Identification No. 000-488-793

 

4.
PLDT Inc.

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) 82500254

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

 

Title of Each Class

Number of Shares of Common Stock

Outstanding and Amount of Debt Outstanding

________________________________________________________________

________________________________________________________________

________________________________________________________________

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

11. Item 9 (Other events)

 

We disclose that at the meeting of the Board of Directors of PLDT Inc. (respectively, the “Board” and the “Company”) held on March 7, 2024, the Board approved the following items in connection with the Annual Meeting of Stockholders of the Company for 2024 (the “Annual Meeting”):

 

(a)
The Annual Meeting will be held on June 11, 2024 at 3:00 p.m. Per the By-Laws of the Company, the Annual Meeting shall be held on the second Tuesday of June;

 

(b)
The record date for the determination of stockholders entitled to notice of any to vote at the Annual Meeting is April 15, 2024. The stock and transfer books of the Company will not be closed;

 

(c)
The last day for filing of proxies in connection with the Annual Meeting will be on May 31, 2024;

 

(d)
The validation of proxies in connection with the Annual Meeting will be done on June 5, 2024; and

 

(e)
In accordance with the Company’s By-Laws, the nominations for election of directors/independent directors at the Annual Meeting shall be submitted to the Board of Directors through the Chairman or Corporate Secretary at the Company’s principal place of business at least sixty (60) working days before the meeting or by March 13, 2024.

 

The Notice, Agenda and other materials in connection with the Annual Meeting will be submitted to the Securities and Exchange Commission and the PSE in accordance with applicable rules.

 

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

 

March 7, 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 : March 8, 2024