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)
Dec 9, 2023
2. SEC Identification Number
5213
3. BIR Tax Identification No.
000-917-916
4. Exact name of issuer as specified in its charter
GMA Network, Inc.
5. Province, country or other jurisdiction of incorporation
Philippines
6. Industry Classification Code(SEC Use Only)
7. Address of principal office
GMA Network Center, EDSA corner Timog Avenue, Diliman, Quezon CityPostal Code1103
8. Issuer's telephone number, including area code
(632) 8982-7777
9. Former name or former address, if changed since last report
-
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
Preferred Shares
7,500,000,000
Common Shares
3,364,692,000
11. Indicate the item numbers reported herein
-
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.
GMA Network, Inc.GMA7
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
We wish to inform you that our Board of Directors approved the amendments to our By-Laws today.
Date of Approval by Board of Directors
Dec 9, 2023
Date of Approval by Stockholders
N/A
Other Relevant Regulatory Agency, if applicable
-
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
The attached Annex “A” provides a summary of the approved changes in the By-Laws.
-
-
Rationale for the amendment(s)
please refer to the attached Annex for reference
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
By virtue of the amendments, there shall be updated functions, powers and duties for the Chairman and the President/CEO of the Company. With the CEO functions disengaged from the position of Chairman, the Chairman (who was also appointed as Adviser) will be enabled to take on other/additional responsibilities as may be approved/directed by the Board of Directors, in a manner that will give due recognition to the very significant contribution of the Chairman to the growth and development of the Company’s business through the years. With the CEO functions attached to the position of President, there is confirmation that the President will be the highest corporate officer in the Company empowered to exercise general supervision and control over the operations of the Company, subject to law and the by-laws, and consistent with the general objectives of the Company’s business. With the amendment(s), there will also be corresponding updates and/or adjustments to the functions and duties of the other officers placed under the authority of the President/CEO.
Other Relevant Information
Given that the Company’s stockholders have delegated to the Board of Directors the authority to amend the By-Laws, the amendments shall become effective upon approval by the Securities and Exchange Commission (SEC). This matter will be presented to our stockholders at the annual stockholders meeting prescribed under the present Amended By-Laws of the Company to be held on the third Wednesday of May 2024, as part of the resolutions of our Board for ratification.
We will submit the appropriate disclosure upon approval of the SEC of the amendment.
GMA Network, Inc.GMA7