CURRENT REPORT UNDER SECTION 17 OF THE SECURITIES REGULATION CODE AND SRC RULE 17.2(c) THEREUNDER
1. Date of Report (Date of earliest event reported)
Jun 21, 2023
2. SEC Identification Number
38683
3. BIR Tax Identification No.
000-315-612-000
4. Exact name of issuer as specified in its charter
The Philodrill Corporation
5. Province, country or other jurisdiction of incorporation
Metro Manila, Philippines
6. Industry Classification Code(SEC Use Only)
7. Address of principal office
8th Floor Quad Alpha Centrum Bldg., 125 Pioneer St. Mandaluyong CityPostal Code1550
8. Issuer's telephone number, including area code
(02) 8631-8151 to 52
9. Former name or former address, if changed since last report
N.A
10. Securities registered pursuant to Sections 8 and 12 of the SRC or Sections 4 and 8 of the RSA
Title of Each Class
Number of Shares of Common Stock Outstanding and Amount of Debt Outstanding
Common Shares
191,868,805,358
11. Indicate the item numbers reported herein
Item 9
The Exchange does not warrant and holds no responsibility for the veracity of the facts and representations contained in all corporate disclosures, including financial reports. All data contained herein are prepared and submitted by the disclosing party to the Exchange, and are disseminated solely for purposes of information. Any questions on the data contained herein should be addressed directly to the Corporate Information Officer of the disclosing party.
The Philodrill CorporationOV
PSE Disclosure Form 4-4 - Amendments to By-Laws References: SRC Rule 17 (SEC Form 17-C) and Section 4.4 of the Revised Disclosure Rules
Subject of the Disclosure
Amendments to By-Laws
Background/Description of the Disclosure
At the Annual Stockholders’ Meeting of The Philodrill Corporation held today, June 21, 2023, stockholders owning 56.658% of the Company’s total outstanding capital stock approved and ratified the amendment of Article I, Section 2 and Article II, Section 9 of the Company’s By-Laws as previously approved by the Board of Directors on March 29, 2023.
Date of Approval by Board of Directors
Mar 29, 2023
Date of Approval by Stockholders
Jun 21, 2023
Other Relevant Regulatory Agency, if applicable
N/A
Date of Approval by Relevant Regulatory Agency, if applicable
N/A
Date of Approval by Securities and Exchange Commission
TBA
Date of Receipt of SEC approval
TBA
Amendment(s)
Article and Section Nos.
From
To
ARTICLE I SECTION 2
SPECIAL MEETINGS – Special meetings of the stockholders may be called by the Chairman of the Board, or by the President, or by order of the Board of Directors, whenever either one or the Board shall deem it necessary, and it shall be the duty of the Chairman or the President to order and call such meetings whenever the holders of record of not less than one-fourth of the outstanding capital stock of the Company with voting privilege shall, in writing, so request. All stockholders may attend meetings or vote in person through remote communication or voting in absentia.
SPECIAL MEETINGS – Special meetings of the stockholders may be called by the Chairman of the Board, or by the President, or by order of the Board of Directors, whenever either one or the Board shall deem it necessary, and it shall be the duty of the Chairman or the President to order and call such meetings whenever the holders of record of at least ten percent (10%) or more of the outstanding capital stock of the Company with voting privilege shall, in writing, so request. All stockholders may attend meetings or vote in person through remote communication or voting in absentia.
ARTICLE II SECTION 9
INDEPENDENT DIRECTORS – The Company shall have two (2) independent directors or at least 20% of its board size, at any one time, whichever is lesser.
INDEPENDENT DIRECTORS – The Company shall have independent directors constituting at least 20% of its board size.
Rationale for the amendment(s)
The amendments in the Company's By-laws are pursuant to the comments of the Corporate Governance Department of the Securities and Exchange Commission on the Company's amended By-Laws filed last October 18, 2022. The proposed amendments are in accordance with existing Corporate Governance rules and regulations of the SEC.
The timetable for the effectivity of the amendment(s)
Expected date of filing the amendments to the By-Laws with the SEC
TBA
Expected date of SEC approval of the Amended By-Laws
TBA
Effect(s) of the amendment(s) to the business, operations and/or capital structure of the Issuer, if any
We believe these amendments will not affect the Company's operation nor its capital structure.
Other Relevant Information
The disclosure was updated to include the date of approval of the Stockholders of The Philodrill Corporation, owning 56.658% of the Company's total outstanding capital stock, of the foregoing amendments of Article I, Section 2 and Article II, Section 9 of the Company's By-Laws.