cover sheet - pds group · 2019. 2. 20. · cover sheet s.e rcgistralbn number p w 0 0 0 0 1 't 7 7...

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COVER SHEET s.E Rcgistralbn Number 7 7 0 0 1 't P w 0 0 I N c o M E L E c B E T Lt L o (Compan/s Full Nsme) w E R E T o L o B T H E III 7 T H R N E R c o E E T 0 S 3 2 N EE A c o N I ? E I o E N U G L o B A L c T T A G U G Busincss Address; No. Slteet Cily/Tor',mJProvince MARISALVE CIOCSO}.I.CO Conlacl Persoo L-lc nlh Dav 174 FORM TYPE Secondary License Typ€. ll Appltcable Oomeslic 79?{269 Company/Talepono Number Montlr Day Amendod &liclBs Numb€,/Soclion Tolal Amount ot Bor,owt Foreign Dept Requ;nng lhts Doc Tolal No of Slockholders 0 4 2 I D n R M To be accomplishod by SEC PoBonnol concomod LCU f ria Numbi]r Ce3hi€r Documenl I.O SiA[IPS Remarks - pts uso black rnk for scanni{}g purposes

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  • COVER SHEET

    s.E Rcgistralbn Number7 70 0 1 'tP w 0 0

    I N co ME L E cB E TLt L o

    (Compan/s Full Nsme)

    w E RE T oL o BT H E III7 T HR N E Rc oE E T0 S3 2 N EE

    A c oN I ?E I oE N U

    G L o B A L c T T A G U GBusincss Address; No. Slteet Cily/Tor',mJProvince

    MARISALVE CIOCSO}.I.CO

    Conlacl Persoo

    L-lc nlh Dav

    174

    FORM TYPE

    Secondary License Typ€. ll Appltcable

    Oomeslic

    79?{269Company/Talepono Number

    Montlr Day

    Amendod &liclBs Numb€,/Soclion

    Tolal Amount ot Bor,owt

    Foreign

    Dept Requ;nng lhts Doc

    Tolal No of Slockholders

    0 4 2I

    Dn RM

    To be accomplishod by SEC PoBonnol concomod

    LCUf ria Numbi]r

    Ce3hi€rDocumenl I.O

    SiA[IPS

    Remarks - pts uso black rnk for scanni{}g purposes

  • COVER SHEET

    SEC Regrsrabon Number71 70 0 1w 0 0P

    t'l cIc o t,E L ETo B EG L

    (Companls Fu[ Name)

    E Ro u,E TL o BEr HHf TE Ro R NcE E TT RD3 2 N IE

    oF A co N IBU EE l.l

    GG UT ATA Lo BG LEusiness Addressi No Strocl City/Town/Provinca

    MARISALVE CIOCSON'COConlact Person

    l"lonlh Day

    174

    FORM TYPE

    Secondary Lic€nso Typ€. It ApplEable

    Oomestic

    7e7,1,269

    Companyi'IGlspone Number

    Month oay

    A.m6nded Atticlcs Nu mber/Section

    Total funount o, Borr

    Forergn

    Derl Requiriog thrs Doc

    Total No ol Sloclhold8rs

    0 4 2 31 3

    DFc

    To bs eccomplighod by SEC Porgonncl concemcd

    Fr|€ Numb€r

    Oocument l.O

    STA[tPS

    LCU

    Csshl€tr

    III

    Remarks - pls usc black rtrk lor scanning purposes

  • SECURITIES AND EXCHANGE COMMISSION

    sEc FoRM 17-C

    CURRENT REPORT UNDER SECTION 17OF THE SECURITIES REGULATIONS CODE (SRC)

    AND SRC RULE 17(a)-1(bX3) THEREUNDER

    1 19.f-e.PrY.i.ry-.?91.9-.. . .. .Date of Report (Date of earliest event reported)

    2. 1177 3. 000-758{80-000SEC ldentiFication Number

    4. GLOBE TELE-q9.M.,.1 l.,t--c,,. .....

    Exact Name of registrant as specified in its charter

    PHILIPPINES 6.Province, country or other jurisdiction ofincorporation

    BIR Tax ldentification Number

    5

    7 The Globe Tower, 32nd Street corner 7th Avenue, Bonifacio. 9l9he!.g.ily_, I3s y.!.s..c_i!y,..Met!:e.M?fl 1?,..phillp-pi.n_e..iAddress of principal office

    Registrant's telephone number, including area code

    .....HE-Q..!lse.-Qn!v)lndustry Classification Code

    Lq9{...........Postal code

    8

    9. N.A.Former name or former address, if changed since last report

    '10. Securities registered pursuant to Sections 4 and 8 of the SRCTitle of Each Class Number of Shares of Common Stock

    Outstanding and Amount of Debt Outstanding(as of December 31,2018)

    133,053,248COMMON SHARES

    . . .. ,-IgIAL .QF-PL (h Mllliens.el.Pss-os) .. . 148.,?9.-2.......

    lndicate the item numbers reported herein : please refer to attached

    Re: Proxy Form for 2019 Annual Stockholders, Meeting

    Pursuant to the requirements of the Securities Regulations Code, the registrant has duly causedthis report to be signed on its behalf by the undersigned hereunto duly authorized.

    GLOBE TELECOM, tNc.Registrant

    oSenior Vice

    Chief Compliaident - Law and Compliance,

    Date: 19 Februarv 2019

    Offlcer, and Asst. Corp. Secretary

  • @ croo" Globe Tetecom, lnc.The G[obe Tower32nd Street corner 7th Avenue.Bonrfacio GlobaI Crty,Tagurg, Phitipprnes1'634

    l1)

    19 February 2019

    SECURITIES AND EXCHANGE COMMISSIONG/F Secretariat Building, PICC Complex,Roxas Boulevard, Pasay City

    Attention: Mr. Vicente Graciano p. Felizmenio, Jr.Director, Markets and Securities Regulation Department

    THE PHILIPPINE STOCK EXCHANGE, INC.6/F PSE Tower, 5th Avenue corner 28th Street,Bonifacio Global City, Taguig City

    Attention: Ms. Janet A. EncarnacionHead, Disclosure Department

    Gentlemen:

    Chief Compliance Officer, and Assistant Corporate Secretary

    cc PHILIPPINE DEALING AND EXCHANGE CORPORATION37/F lower 1, The Enteerise Conter6766 Ayala Avenue corner Pasoo de Roxas, Makati City

    Atty. Joseph B. Evangellstallead - lssuer Compliance and Disclosure Department (ICDD)

    ?) +fi2.7972oao$ www.gtobe.com.ph

    This information is being disclosed in accordance with the disclosure rules of the Securities and ExchangeCommission and the Philippine Stock Exchange.

    Very truly yours,

    ln reference to our submission dated 07 December 2018 on our amended 2019 Annual Stockholders,Meeling (ASM) agenda and explanation of agenda items, please find attached our proxy form. The sameshall be lncluded in our lnformation Statement. No other information in relation to the notice, agenda andexplanation of agenda items was amended.

    o,.*hdlh.-ooko"."oSerfbr Vice President - Law and Compliance,

    Attention

  • PROXY

    The undersigned stockholder of GLOBE TELECOM, lNC. (the "Company") hereby appoints

    or in his absence, the Chairman of the meeting, as attomey andproxy, with power of substitution, to present and vote all sharesname as proxy of the undersigned stockholder, at lhe annuaCompany on April 23, 2019 and at any of the adjournments there

    following matters

    Approval of minutes of previous meetingQ Yes Q ruo Q Abstain

    2. Approval of Annuat Report and Audited FinancialStatementsQ Yes Q ruo EAbstain

    3. Ratification of All Acts and Resolutions of the Boardof Directors and lvlanagement Adopted During thePrecedino YearO ves 'E uo OAbstain

    4. Election of Directors (including lndependentDirectors)

    No. ofVotes

    Jaime Augusto Zobel de Ayala

    Lang Tao Yih, ArthurFernando Zobel de AYalaJose Teodoro K. LimcaocoRomeo L. BernardoErnest L. CuSamba NatarajanSaw Phaik Hwa (lndependent)

    -Cirilo P. Noel (lndePendent)Rex Ma. A. Mendoza (lndePendent)

    registered in my/the Corporation'sI meeting of slockholders of theof for the purpose of acting on the

    6. At their discretion, the Proxiesnamed above are authorized tovote upon such other mattersas may properly come beforethe meetino,O Yes 0 xo Q austain

    PRINTEO NAME OF STOCKHOLD ER

    SIGNATURE OF STOCKHOLD ER/AUTHORIZEO SIGNATORY

    DATE

    5. Election of lndependent Auditors and Fixing of theirRemunerationQ ves Q tto QAbstain

    THISPRoxYSHoULDBERECEIVEDBYTHEcoRPoRATESECRETARYoNoRBEFoREAPRILI0,2019, THE DEADLINE FOR SUBi'ISSION OF PROXIES,

    THISPRoxY,WHENPRoPERLYEXEoUTED.WILLBEVoTEDINTHEMANNERASoIRECTEDHEREINgv nie srocrHoLDER(S). lF NO DIRECTION lS irADE, THIS PROXY WILL BE VOTED FOR THEELECTION OF ALL NOMINEES AND FOR THE APPROVAL OF THE MATTERS STATED ABOVE AND FOR

    SUCH OTHER MATTERS AS MAY PROPERLY COME BEFORE THE MEETING IN THE MANNERDESCRIBEDINTHEINFoRMATIoNSTATEMENTANo/oRASRECoMMENoEDBYMANAGEMENToRTHE BOARD OF DIRECTORS

    AsTocKHoLDERGIVINGAPRoXYHASTHEPoWERToREVoKEITATANYIIMEBEFoRETHERIGHTGRANTED IS EXERCISED, A PROXY IS ALSO CONSIDERED REVOKED IF THE STOCKHOLDER ATTENDS

    THE MEETING IN PERSON AND EXPRESSED HIS INTENTION TO VOTE IN PERSON.

    NOTARIZATION OF THIS PROXY IS NOT REQUIRED

  • lllllllltilllllil ltililfiuil liltiltilililililil ililtilil ililffifl ililflilIil1 1 21 0201 8000868

    SECURITIES AND EXCHANGE GOMMISSIONSECBuilding. EOSA,G.6!nha0!.MrMduyongcity,lictrollanil.,Phi{l tincr

    Tel1632) 7?&0931 to 39 Frx:(632) 72t5293 E'n.ilr inqo|rc.got,.ph

    Barcode Page

    Tho follovving document has boen recaiv?d:

    Rocoiving Offlcsr/Encoder : Mark Anthony R. OsenaRecolving Brrnch r SEC Head OfficeRecoipt Date and Tima : December 10, 2018 11:47:12 AMReceived From : Head Office

    Company Representative

    Doc Source

    Company lnrormation

    SEC Registration No.

    Company Name

    lndustry ClassificationCompany Type

    Documrnt Information

    PW00001'177

    GLOBE TELECOM INC

    Telecommunications

    Stock Corporation

    oocument lO

    Oocument Type

    oocument CodePenod Covered

    No of Days LateOepartment

    Remarks

    112102018000868

    17-C (FORM 11-C:CURRENT DISCURPT)17-C

    December 07. 2018

    0

    CFD

  • SECURITIES AND EXCHANGE COMMISSION

    SEC FORM I7.C

    CURRENT REPORT UNDER SECTION I7OF THE SECURITIES REGULATIONS CODE (SRC)

    AND SRC RULE 17(a)-1{bX3) THEREUNDER

    32

    4

    65

    7

    8

    I

    The Globe Tower, 32nd Street cornor 7th Avenue, BonifacioGlopa! cily_r r?gqig cilyr !.uetrg.Mini!a-, ?hi!lppiUgiAddress of principal office

    (Q?II97":-2999.Registrant;s t;tephone ,uruii inituoi;g ;rea ;;J;

    N'4, ..... .............. .. .Former name or tormer aJareij rf cnangeJ sinie raii report

    10 Securities registered pursuant to Sections 4 and 8 of the SRCTitle of Each Class

    07 DggqTbelSq!pDate of Report (Date of earliest event reported)

    1177

    sEC ioentiiilliion Ii,.ui:i

    g-L_o-_qF- rE!:E_q gM, !!!9. .Exact Name of regstrj;a aa ;p;;ifi; ,n ti Cnarter.

    PHllf?PINE-s- ..

    erovince Couniiy oi otneilriiioiciion oirncorporation

    .o-99:IQ-s-:{99:9.0-o-.BIR Tax ldentificalron Number

    FEq !,lie 9!rv)lndustry Classification Code

    '163.1

    Postal code

    Number of Shares of Common Stockoutstanding and Amount of oebt outstanding

    (as of September 30. 2018)133.053 248

    134.087

    Please refer to attached

    soLOMON III. HERMOS

    COMMON SHARESrorAL DEEr_ (in Mitf ignq 9! eq999)

    lndrcate the rtem numbers reporled herern

    Re: Amended 2019 Annual Stockholders, Meeting Agond. and Erptanation of Agenda ltems

    Pursuant to the requiremenls of the Securities Regulations Code, the reglstrant has duly causedthis report to be signed on its behall by the undersigned hereunto duly authorized.

    GL9g..E JE!Fcgit, ![qRegistrant

    u- 4n___Date 07 Oecember 2018Corporate Secrelary

    URA

  • Globe

    7 December 2018

    SECURITIES AND EXCHANGE COMMISSIONG/F Secretanat Euilding, PICC Complex,Roxas Boulevard. Pasay City

    Attentionr ilr. Vicente Graciano P. Felizmenio, Jr.Director, Markets and Securities Regulation Deparlment

    THE PHILIPPINE STOCK EXCHANGE, INC'6/F PSE Tower. Sri Avenue corner 28!" StreetBonrfacio Global City, Taguig CitY

    Attentron. ils. Janot A. Enc.macionHead, Disclosure DePartment

    Gentlemen

    tn reference to our submission dated 06 December 2018 on the settng of our 2019 Annual Stockholders'

    Meet,ng tnsMt its nottce, agenda and explanation of agenda items, please flnd attached_our uPdated.g;d; ;oJi.6 an item for ihe ratification of all acts ind resolutrons of the Board of Directors andM'r;;d;i;r*g the year 2018. The same shall be reflected on our explanation of the agenda items'No other information was amended.

    Thrs informatton is being disclosed in accordance with the dlsclosure rules of the Securitles and Exchange

    Commrssion and lhe Philippine Stock Exchange.

    Very truly yours,

    Gtoll,,Tcte(onr. irlc

    IL(L--SOLOMON M. HER'UIOSURACorporate Secretary

    cc PHILIPPINE OEALING AND EXCHANGE CORPORATION37/F To,,i€r 1 The EnteDrce Center6766 Ayala Avenue corner Paseo de Roras, Makatr Cdy

    Atlenlron $s. Vi.E Va.rcsra S. SalongaHead, lssuef Complrance and Olsciosure Departrnenl

  • 1

    NOTICE OF ANNUAL STOCKHOLDERS' ]IIEETING

    NOTICE lS HEREBY GIVEN that the annual meeting of stockholders of GLOBETELECOM, lNC. will be held at Ballroom 2, Fairmont Makati, 1 Raffles Drive, Makati Avenue,Makati City on Tuesday, APRIL 23, 2019 at 9:00 o'clock in the morning with the following

    AGENDAl

    Call to Order

    Notice of Meeting, Determination of Ouorum and Rules of Conduct and Procedures

    Approval of Minutes of the Stockholders' Meeting held on April 17.2018

    Annual Report of Officers and Audited Financial Statements

    Ratification of All Acts and Resolutions of the Board of Directors and ManagementAdopted During the Preceding Year

    Election of Direclors (lncluding the lndependent Directors)

    Election of lndependent Auditors and Frxrng of their Remuneration

    Consideration of Such Other Business as May Properly Come Before the Meeting

    Adjournment

    Only stockholders of record as of March 8, 2019 are entilled lo notice of, and vote at, thismeeting.

    Bonifacio Global City. Taguig City, Philippines.

    December 7, 2018.

    J

    4

    6

    7

    8

    9

    qM.SOLOMON HERMOSURA

    Corporate Secretary

    'I t- s supersedes the Agenda and Elplanalron ot Agenda llerns ,,led to the relevant legulalory agenc.cs Jaled Ooc4mber 6 2018

  • EXPLANATI ON OF AGENDA ITEMS

    1. CALL TO ORDER. The Chairman of the Board of Directors, Mr. Jaime Augusto Zobel de Ayala,will call the meeting to order.

    2. NOTICE OF MEETING, DETERMINATION OF QUORUM AND RULES OF CONDUCT ANDPROCEDURES. The Corporate Secretary will certify on the date when written notice of the time, date, place

    and purpose of the meeting was sent to all stockholders of record as of March 8, 2019, and the date ofpublication of the notice in the newspapers of general circulalion.

    The Corporate Secretary will further certify the presence of a quorum. The holders of record for the time

    being of a majority of the stock of the Company then issued and outstanding and entitled to vote,represented in person or by proxy, shall constitute a quorum for the transaction of business.

    The following are the rules of conduct and procedures at the meeting:

    (i) anyone who wishes to make a remark shall identify himself after being acknowledged by the Chair and

    shall limit his remarks to the item in the agenda under consideration.

    (ii) on the voting procedures, stockholders may opt for manual or electronic voting. For manual voting, eachstockholder wili be given a ballot upon registration to enable the stockholder to vote in writing per item in

    the agenda. For electronic voting, there will be computer stations placed outside the Ballroom wherestockliolders may cast their votes online. Both ballot and website platform would stale the proposedresolutions for consideration by the stockholders and each proposed resolution will be shown on the screen

    as the same will be taken up at the meeling.

    (iii) all the items in the agenda requiring approval by the stockholders will need the affirmative vote ofstockholders representing;t least a majority of the issued and outstanding voting stock. Election of directorswi be by pluraiity of votes and every stockholder will be entitled to cumulate his votes. Each outstandingshare of'siock e;titles lhe registered stockholder to one vote. The Office of the Corporate Secretary willtabulate all votes received and a firm setected for this purpose will validate the results.

    3. APPROVAL OF MINUTES OF THE STOCKHOLDERS'MEETING HELD ON APRIL 17,2018.Copies of the minutes of the stockholders' meeting held on April 17, 2018 will be made available to the

    stockholders before the meeting. Likewise, the minutes of the meeting are available at the Companywebsite, www.globe.com.ph.

    4. ANNUAL REPORT OF OFFICERS AND AUDITED FINANCIAL STATEMENTS, ThE ChA MAN,Nilr. Jaime Augusto Zobel de Ayala, and the President and Chief Executive Officer (CEO), Mr. Ernest L. Cu,will deliver a ieport to the stockholders on the highlights ofthe Y2018 Company performance as reflectedin the audited financial statements (AFS 2018), and the outlook for Y2019. The AFS as of December 31,2018 wlll be included in the lnformation Statement to be sent to the stockholders at least 28 days prior tothe meeting. The AFS 2018 will be released by the Company at least 60 days from the financial year endand available at the Company website, www.globe.com.ph.

    A resolution noting the annual report and approving the AFS 2018 will be presented to the stockholders forapproval by the affirmative vole ofthe stockholders represenling at least a majority of the outstanding votingstock present at the meeting. Likewise, the stockholders will be given an opportunity to ask questions priorto submittjng the AFS 2018 for their approval. Copies of the lnformation Statement and AFS 2018 will bemade available to the stockholders before the meeting.

    5. RATIFICATION OF ALL ACTS AND RESOLUTIONS OF THE BOARD OF DIRECTORS ANDMANAGEMENT ADOPTED DURING THE PRECEOING YEAR. Ratification by the stockholders will besought for all the acts and resolutions of the Board of Directors, Executive Committee, and other BoardCommittees and all acts of Management of the Company taken or adopted since the ASM on April 17 ,2018

  • until April 23, 2019. The acts and resolutions of the Board and its Committees were reflected in the minutesof the meetings including approval of contracts and agreements, proiects and inveslments, treasury mattersand acts and resolutions covered by disclosures to lhe Securities and Exchange Commission, the PhilippineStock Exchange and applicable regulatory agencies. The acts of Management were those taken toimplement the resolutions of the Board or its Committees or taken in the general conduct of business.

    6. ELECTION OF DIRECTORS (INCLUDING THE INDEPENOENT DIRECTORS). tn accordancewith the By-Laws ofthe Corporation, the Manual of Corporate Governance as revised, and the SEC Rules,any stockholder including minority stockholders, may submit to the Nomination and Governance Committeethe names of nominees to the Board of Directors. The Nomination and Governance Commitlee, in theexercise of its assigned task, will determine whether the nominees for the Board of Directors including theindependent directors, have all the qualifications and none of the disqualifications to sil as members of theBoard of Directors of the Company before submitting the nominees for eleclion by the stockholders of the1 1 members of the Board of Directors including the 3 independent directors. Copies of the curriculum vitaeand profiles of the nominees to the Board of Directors will be provided in the Information Statement and onthe Company website for examination by the stockholders.

    7. ELECTION OF INDEPENDENT AUDITORS AND FtXtNG OF THETR REMUNERATTON. TheAudit and Related Party Transactions (ARPT) Committee will endorse to the stockholders the appointmentof the lndependent Auditor for the ensuing year as well as the proposed remuneration of the lndependentAuditor. The profile of the lndependent Auditor will be provided in the lnformation Statement and on theCompany website for examination by the stockholders.

    8. CONSIDERATION OF SUCH OTHER BUSINESS AS MAY PROPERLY COME BEFORE THEMEETING. The Chairman will open the floor for comments and questions by the stockholders. Stockholdersmay also propose to consider such other relevant matters or issues.

    9. ADJOURNMENT. Upon determination by the Corporate Secretary that there are no olher mattersto be considered, and on motion by a stockholder duly seconded, the Chairman shall declare the meetingad.lourned.