Christianne Grace F. Salonga
The Securities and Exchange Commission (“SEC”) has introduced a procedural change affecting publicly listed companies (PLCs) and other issuers of registered securities that intend to hold their annual stockholders’ meetings (“ASM”) earlier than the date specified in their bylaws. In a notice issued on 9 March 2026, the SEC’s Markets and Securities Regulation Department (“SEC-MSRD”) clarified that companies planning to conduct their ASM earlier than the bylaw-prescribed date will no longer be required to obtain prior approval from the SEC. Instead, covered companies are now required to submit a written notice to the SEC informing it of the early conduct of the meeting.
Under the revised procedure, companies intending to hold an early ASM must submit a written notice to the SEC at least thirty-two (32) business days before the scheduled meeting. The notice must state the justifiable reason for conducting the ASM earlier than the date specified in the company’s bylaws and must be supported by board approval evidenced by a Secretary’s Certificate. The notice is to be submitted to the SEC through the SEC-MSRD at msrd_srd@sec.gov.ph.
Despite the removal of the prior approval requirement, companies must still ensure compliance with the disclosure requirements under the Securities Regulation Code and its implementing rules. In particular, the submission of the written notice allows the SEC to ensure that the company remains compliant with the prescribed timelines for the filing of the Preliminary Information Statement (PIS) and the Definitive Information Statement (DIS), as well as the distribution of information statements to stockholders.
The early conduct of the ASM and the reasons for such change must be disclosed through the filing of SEC Form 17-C (Current Report). The disclosure must be made publicly available on the company’s website and, in the case of publicly listed companies, through the Philippine Stock Exchange (PSE) EDGE. These disclosure requirements ensure that investors and the market are informed of the change in the meeting schedule and the reasons behind it.
The SEC also emphasized that companies conducting early ASMs must ensure that the rights of stockholders are not impaired. Companies are expected to adopt measures that encourage the participation of minority stockholders and to strictly comply with the statutory deadlines for filing and distributing the required information statements.
A copy of the SEC Notice may be accessed through: https://tinyurl.com/yf9pvkus
This development provides flexibility for companies that may need to adjust the timing of their annual stockholders’ meetings for operational or governance reasons.
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