SEC Issues New Guidelines on the Early Conduct of Annual Stockholders’ Meetings

The Securities and Exchange Commission’s Markets and Securities Regulation Department (MSRD) has issued new guidelines governing the early conduct of Annual Stockholders’ Meetings (ASMs). This regulatory guidance applies to all Publicly-Listed Companies and other entities withregistered securities under the direct supervision of the MSRD. The guidelines replace the previous requirement of obtaining prior SEC approval with a notification-based process, subject to specified conditions.

Companies seeking to hold an ASM earlier than the date prescribed in their bylaws must submit a written notice to the MSRD providing the justification and approval of the Board of Directors, as with a Secretary’s Certificate. The written notice shall be submitted through MSRD at msrd_srd@sec.gov.ph least 32 business days before the proposed meeting date. The early meeting must also be disclosed through SEC Form 17-C, the company’s website, and, for listed companies, the PSE EDGE platform.

Companies should review their governance procedures to ensure compliance with the new notice, disclosure, and stockholder protection requirements while continuing to observe all applicable corporate and securities laws.