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 26, 2023
2. SEC Identification Number
39587
3. BIR Tax Identification No.
000-806-396-000
4. Exact name of issuer as specified in its charter
VISTAMALLS, INC.
5. Province, country or other jurisdiction of incorporation
Philippines
6. Industry Classification Code(SEC Use Only)
7. Address of principal office
Lower Ground Floor, Building B, EVIA Lifestyle Center, Vista City, Daanghari, Almanza II, Las Piñas CityPostal Code1747
8. Issuer's telephone number, including area code
(632) 8571-5948
9. Former name or former address, if changed since last report
STARMALLS, INC.
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 Stock
8,425,981,156
Preferred Stock
2,350,000,000
11. Indicate the item numbers reported herein
Item 4. Resignation, Removal or Election of Directors or Officers, Item 9. Other EventsResults of An
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.
Vistamalls, Inc.STR
PSE Disclosure Form 4-24 - Results of Annual or Special Stockholders' Meeting References: SRC Rule 17 (SEC Form 17-C) and Section 4.4 of the Revised Disclosure Rules
Subject of the Disclosure
Results of Annual Stockholders' Meeting
Background/Description of the Disclosure
Results of Annual Stockholders' Meeting
List of elected directors for the ensuing year with their corresponding shareholdings in the Issuer
Name of Person
Shareholdings in the Listed Company
Nature of Indirect Ownership
Direct
Indirect
Manuel B. Villar Jr.
1,000
0
-
Manuel Paolo A. Villar
1,000
0
-
Camille A. Villar
0
100
lodged under PCD Nominee
Cynthia J. Javarez
1,000
0
-
Achawin Asavabhokhin
0
1,000
lodged under PCD Nominee
Cherrylyn P. Caoile
0
1,000
lodged under PCD Nominee
Marilou O. Adea
0
1,000
lodged under PCD Nominee
External auditor
SGV & Co.
List of other material resolutions, transactions and corporate actions approved by the stockholders
1.During the Annual Stockholders’ Meeting of Vistamalls, Inc. (the “Company”) held on June 26, 2023, via remote communication, the following persons were elected by the shareholders of the Company to serve as Directors of the Company for the year 2023:
Manuel B. Villar, Jr. Manuel Paolo A. Villar Camille A. Villar Cynthia J. Javarez Achawin Asavabhokin Cherrylyn P. Caoile Marilou O. Adea
Atty. Caoile and Ms. Adea were elected as independent directors.
The qualifications and business experience of these directors are set forth in the Definitive Information Statement for this meeting.
2. At the organizational meeting of the Board of Directors held after the annual meeting of the shareholders of the Company:
a. Mr. Manuel B. Villar, Jr. was elected as Chairman;
b. the following persons were elected as officers of the Company:
Manuel Paolo A. Villar - President Cynthia J. Javarez - Treasurer & Chief Risk Officer Brian N. Edang - Chief Financial Officer & Head of Investor Relations Ma. Nalen SJ Rosero - Corporate Secretary & Chief Information Officer Arbin Omar P. Cariño - Assistant Corporate Secretary & Compliance Officer Rowena B. Bandigan - Chief Accountant Melissa Camille Z. Domingo - Chief Audit Executive
c. the following officers were elected as members of the Management Committee of the Company:
Manuel Paolo A. Villar Camille A. Villar Brian N. Edang
d. The following directors were elected as members of the following committees of the Board:
Nomination Committee: Manuel B. Villar, Jr. - Chairman Achawin Asavabhokin - Member Cherrylyn P. Caoile (Independent Director) - Member
Compensation and Remuneration Committee: Manuel Paolo A. Villar - Chairman Camille A. Villar - Member Cherrylyn P. Caoile (Independent Director) - Member
Audit Committee: Marilou O. Adea (Independent Director) - Chairman Cherrylyn P. Caoile (Independent Director) - Member Cynthia J. Javarez - Member
Corporate Governance Committee: Cherrylyn P. Caoile (Independent Director) - Chairman Marilou O. Adea (Independent Director) - Member Manuel B. Villar, Jr. - Member
Board Risk Oversight Committee: Cherrylyn P. Caoile (Independent Director) - Chairman Marilou O. Adea (Independent Director) - Member Manuel Paolo A. Villar - Member
Related Party Transactions Committee: Marilou O. Adea (Independent Director) - Chairman Cherrylyn P. Caoile (Independent Director) - Member Achawin Asavabhokin - Member
Item 9. Other Events During the Annual Stockholders’ Meeting of the Company held on June 26, 2023, the shareholders of the Company approved the following matters: (1) The minutes of last year’s Annual Stockholders’ Meeting held on June 27, 2022; (2) The Audited Financial Statements of the Company as of and for the year ended December 31, 2022; (3) The ratification of all acts and resolutions of the Board of Directors and Management for the year 2022 until June 26, 2023; (4) The election of the members of the Board of Directors, including the Independent Directors, for the year 2023; and (5) The re-appointment of SGV & Co. as the external auditor of the Company for the year 2023.
Other Relevant Information
Please see attached.
Filed on behalf by:
Name
Brian Edang
Designation
Chief Financial Officer and Head, Investor Relations
Vistamalls, Inc.STR