UNITED STATES
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 January 2022
(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 if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101 (b) (1):
Yes ☐ No ☒
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101 (b) (7):
Yes ☐ No ☒
Indicate by check mark whether the registrant by furnishing the information contained in this Form is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.
Yes ☐ No ☒
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, 2020. 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
EXHIBIT INDEX
Copies of the disclosure letters that we filed today with the Securities and Exchange Commission and the Philippine Stock Exchange regarding the following matters:
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Exhibit |
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Description |
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99.1 |
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a.Expiration of the term of engagement of Atty. Ma. Lourdes C. Rausa-Chan as Corporate Secretary and Chief Governance Officer;
b.Appointment of Atty. Marilyn A. Victorio-Aquino as Corporate Secretary;
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c.Appointment of Atty. Ma. Magdalene A. Tan as Officer-in-Charge of Corporate Governance; and
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d.Cash dividend declaration on the Company’s Series IV Cumulative Non-Convertible Redeemable Preferred Stock. |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereto duly authorized.
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PLDT Inc. |
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By: |
/s/ Marilyn A. Victorio-Aquino
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Name: |
MARILYN A. VICTORIO-AQUINO |
Title: |
Corporate Secretary |
Date: January 25, 2022
3
Exhibit 99.1
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Exhibit No. |
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Exhibits |
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99.1 |
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a.Expiration of the term of engagement of Atty. Ma. Lourdes C. Rausa-Chan as Corporate Secretary and Chief Governance Officer;
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b.Appointment of Atty. Marilyn A. Victorio-Aquino as Corporate Secretary;
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c.Appointment of Atty. Ma. Magdalene A. Tan as Officer-In-Charge of Corporate Governance; and
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d.Cash dividend declaration on the Company’s Series IV Cumulative Non-Convertible Redeemable Preferred Stock. |
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January 25, 2022
Philippine Stock Exchange
6/F Philippine Stock Exchange Tower
28th Street corner 5th Avenue
Bonifacio Global City, Taguig City
Attention: |
Ms. Janet A. Encarnacion |
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Head, Disclosure Department
Gentlemen:
In compliance with Section 17.1 (b) of the Securities Regulation Code and SRC Rule 17.1.1.1.3(b).2, we submit herewith a copy of SEC Form 17-C with respect to certain discloseable events/information.
This shall also serve as the disclosure letter for the purpose of complying with PSE Revised Disclosure Rules.
Very truly yours,
/s/Marilyn A. Victorio-Aquino__
MARILYN A. VICTORIO-AQUINO
Corporate Secretary
Page 1 of 5
January 25, 2022
Securities & Exchange Commission
Secretariat Building, PICC Complex
Roxas Boulevard, Pasay City
Attention: |
Mr. Vicente Graciano P. Felizmenio, Jr. |
Director – Markets and Securities Regulation Dept.
Gentlemen:
In compliance with Section 17.1 (b) of the Securities Regulation Code and SRC Rule 17.1.1.1.3(a), we submit herewith two (2) copies of SEC Form 17-C with respect to certain discloseable events/information.
Very truly yours,
/s/Marilyn A. Victorio-Aquino__
MARILYN A. VICTORIO-AQUINO
Corporate Secretary
Page 2 of 5
COVER SHEET
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Form Type |
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Department requiring the report |
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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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Company’s Telephone Number/s |
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Mobile Number |
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88168553 |
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No. of Stockholders |
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Annual Meeting |
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Fiscal Year |
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11,510 As of December 31, 2021 |
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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
Name of Contact Person |
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Email Address |
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Telephone Number/s |
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Mobile Number |
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Marilyn A. Victorio-Aquino |
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mvaquino@pldt.com.ph |
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82500254 |
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Name of Contact Person |
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Email Address |
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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.
Page 3 of 5
SECURITIES AND EXCHANGE COMMISSION
CURRENT REPORT UNDER SECTION 17
OF THE SECURITIES REGULATION CODE
AND SRC RULE 17.1
1. |
January 25, 2022 |
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Date of Report (Date of earliest event reported) |
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2. |
SEC Identification Number PW-55 |
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3. |
BIR Tax Identification No. 000-488-793 |
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4. |
PLDT Inc. |
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Exact name of issuer as specified in its charter |
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5. |
PHILIPPINES |
6. ____________ (SEC Use Only) |
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Province, country or other jurisdiction of Incorporation |
Industry Classification Code |
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7. |
Ramon Cojuangco Building, Makati Avenue, Makati City |
1200 |
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Address of principal office |
Postal Code |
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8. |
(632) 8816-8553 |
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Issuer's telephone number, including area code |
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9. |
Not Applicable |
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Former name or former address, if changed since last report |
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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 |
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Page 4 of 5
11. Item 4 (Resignation, Removal or Election of Directors or Officers) and 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 January 25, 2022:
1. |
The Board noted the expiration of the term of the engagement of Atty. Ma. Lourdes C. Rausa-Chan as Corporate Secretary and Chief Governance Officer of the Company, effective at the close of business on January 24, 2022. The Board expressed its gratitude to Atty. Rausa-Chan for her invaluable service and wished her continued success in her other endeavors. |
The aforementioned event is not expected to have any significant impact on the Company’s current or future operations, financial position or results of operations.
2. |
The Board appointed Atty. Marilyn A. Victorio-Aquino as Corporate Secretary of the Company to hold office effective immediately and for the unexpired term of her predecessor in office, concurrent to her positions as Chief Legal Counsel and Head of Legal and Regulatory Affairs. |
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The Board appointed Atty. Ma. Magdalene A. Tan as Officer-In-Charge of Corporate Governance to hold office effective immediately and for the unexpired term of her predecessor in office, concurrent to her position as Corporate Governance Enforcement Head. |
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The Board declared a cash dividend of P12,150,000.00 on all of the outstanding shares of the Company’s Series IV Cumulative Non-Convertible Redeemable Preferred Stock, for the quarter ending March 15, 2022, payable on March 15, 2022 to the holder of record on February 21, 2022. |
The cash dividend was declared out of the unaudited unrestricted retained earnings of the Company as at June 30, 2021, which are sufficient to cover the total amount of dividend declared.
Pursuant to the requirements of the Securities Regulation Code, the Company has duly caused this Report to be signed on its behalf by the undersigned hereunto duly authorized.
PLDT INC.
By:
/s/Marilyn A. Victorio-Aquino__
MARILYN A. VICTORIO-AQUINO
Corporate Secretary
January 25, 2022
Page 5 of 5
Signatures
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
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PLDT Inc.
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By |
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/s/ Marilyn A. Victorio-Aquino |
Name |
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Marilyn A. Victorio-Aquino |
Title |
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Corporate Secretary |
Date: January 25, 2022