Form 6-K - Report of foreign issuer [Rules 13a-16 and 15d-16]

 

 

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 2024

(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 whether by furnishing the information contained in this Form, the registrant is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.)

 

Yes No 

 

 

(If "Yes" is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b): 82-____)

 

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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, 2022. 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.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

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EXHIBIT INDEX

 

 

Exhibit Number Page

 

 

Copies of the disclosure letters that we filed today with the Philippine Stock Exchange, Philippine Securities and Exchange Commission, and the Philippine Dealing and Exchange Corporation regarding the following matters:

 

(a)

Election of a director;

(b) Confirmation of appointment of officers; and

 

(c) Declaration of a cash dividend of P12,150,000.00 on

all of the outstanding shares of the Series IV

Cumulative Non-Convertible Redeemable Preferred

Stock of PLDT Inc. for the quarter ending March 15,

2024 and payable on March 15, 2024 to the holder of

record as of February 14, 2024.

 

 

 

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SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly authorized and caused this report to be signed on its behalf by the undersigned.

PLDT Inc.
By:	/s/Mark David P. Martinez
Name:	Mark David P. Martinez
Title:	Assistant Corporate Secretary

Date: January 30, 2024

3

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Exhibit 99.1

 

 

EXHIBITS

 

Exhibit Number		Page
99.1	Copies of the disclosure letters that we filed today, with the Philippine Stock Exchange, Philippine Securities and Exchange Commission, and the Philippine Dealing and Exchange Corporation regarding the following matters:   (a) Election of a director; (b) Confirmation of appointment of officers; and (c) Declaration of a cash dividend of P12,150,000.00 on all of the outstanding shares of the Series IV Cumulative Non-Convertible Redeemable Preferred Stock of PLDT Inc. for the quarter ending March 15, 2024 and payable on March 15, 2024 to the holder of record as of February 14, 2024.;

 

 

 

 

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January 30, 2024

 

The Philippine Stock Exchange, Inc.

6/F Philippine Stock Exchange Tower

28th Street corner 5th Avenue

Bonifacio Global City, Taguig City

 

Attention: Ms. Alexandra D. Tom Wong

Officer-in-Charge – Disclosure Department

 

Securities & Exchange Commission

7907 Makati Avenue, Salcedo Village,

Barangay Bel-Air, Makati City

 

Attention: Mr. Vicente Graciano P. Felizmenio, Jr.

Director – Markets and Securities Regulation Department

 

Philippine Dealing & Exchange Corporation

29th Floor, BDO Equitable Tower

8751 Paseo de Roxas, Makati City 1226

 

Attention: Atty. Marie Rose M. Magallen-Lirio

Head - Issuer Compliance and 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, PLDT Inc. (the “Company”) hereby submits a copy of SEC Form 17-C regarding the election of a director and the confirmation of appointment of officers.

 

 

Very truly yours,

 

 

 

/s/Mark David P. Martinez

Mark David P. Martinez

Assistant Corporate Secretary

PLDT Inc.

 

 

 

 

 

 

 

 

 

 

 

 

 

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COVER SHEET

SEC Registration Number
P	W	-	5	5

Company Name

P

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Principal Office (No./Street/Barangay/City/Town/Province)

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Form Type

Department requiring the report

Secondary License Type, If Applicable

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COMPANY INFORMATION

	Company’s Email Address		Company’s Telephone Number/s		Mobile Number
	No. of Stockholders		Annual Meeting Month/Day		Fiscal Year Month/Day
	11,397 As of December 31, 2023		Every 2nd Tuesday of June		December 31

CONTACT PERSON INFORMATION
The designated contact person MUST be an Officer of the Corporation

Name of Contact Person		Email Address		Telephone Number/s		Mobile Number
Marilyn A. Victorio-Aquino		[e-mail]		82500254

 

Contact Person’s Address

MGO Building, Legaspi St. corner Dela Rosa St., Makati City

 

 

 

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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.

 

 

 

SECURITIES AND EXCHANGE COMMISSION

 

 

CURRENT REPORT UNDER SECTION 17

OF THE SECURITIES REGULATION CODE

AND SRC RULE 17.1

 

 

 

1.

January 30, 2024

Date of Report (Date of earliest event reported)

 

2.

SEC Identification Number PW-55

 

3.

BIR Tax Identification No. 000-488-793

 

4.

PLDT Inc.

Exact name of issuer as specified in its charter

 

5. PHILIPPINES 6.____________ (SEC Use Only)

Province, country or other jurisdiction Industry Classification Code

of Incorporation

 

7. Ramon Cojuangco Building, Makati Avenue, Makati City 1200

Address of principal office Postal Code

 

8. (632) 82500254

Issuer's telephone number, including area code

 

9. Not Applicable

Former name or former address, if changed since last report

 

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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11. Item 4 (Election or Appointment of Director or Officer)

 

We disclose that at the meeting of the Board of Directors of PLDT Inc. (respectively, the “Board” and the “Company”) held on January 30, 2024:

 

a.

The Board elected Mr. Rolando L. Macasaet as the representative director of the Social Security System in the Company’s Board, effective on January 30, 2024, and for the unexpired term of his predecessor in office, Judge Manuel L. Argel, Jr. (ret.).

 

A copy of Mr. Macasaet’s write-up is attached herewith as Annex A.

 

b.

The Board also confirmed the appointment of the following officers to the positions, and effective on the dates, indicated opposite their respective names:

 

Name	Former Position	New Position	Date of Effectivity
Menardo G. Jimenez, Jr.	Senior Vice President/ Consumer Business Home	Senior Vice President/ Network Head	January 15, 2024
Joseph Ian G. Gendrano	Senior Vice President/ Chief Technology Officer	Senior Vice President/ Enterprise Business Head	January 15, 2024

 

Pursuant to the requirements of the Securities Regulation Code, the Company has duly authorized and caused this report to be signed on its behalf by the undersigned.

 

 

PLDT INC.

 

 

By:

 

/s/Mark David P. Martinez

Mark David P. Martinez

Assistant Corporate Secretary

 

January 30, 2024

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

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ANNEX A

 

Mr. Rolando Ledesma Macasaet assumed the post as the President and Chief Executive Officer of the Social Security System (“SSS”) on January 5, 2023. As the highest Executive Officer in SSS, he oversees and supervises the general conduct of operations of the state pension fund and is responsible for carrying out the programs of the SSS. He is also the concurrent Vice-Chairperson of the Social Security Commission (“SSC”), the governing board of the SSS. He is a member of the following SSC committees: Executive, Governance, Risk Management and Investments, and Information Technology and Coverage Collection.

 

Aside from his present position, Mr. Macasaet is also a Director of Union Bank of the Philippines and is a member of the following committees: Executive, Trust, Corporate Governance, and Information Technology & Cybersecurity. He also served as a Director of Philex Mining Corporation and was a member of its Audit Committee until December 31, 2023.

 

Mr. Macasaet previously held the position of President and General Manager of the Government Service and Insurance System (“GSIS”) from 2019 to 2022, and Chairperson of the GSIS’ Board of Trustees in 2018.

 

Prior to joining the SSS, Mr. Macasaet had extensive experience in public service as he served as President and CEO in several government-owned and controlled corporations (“GOCCs”) from 1988 to 2005, such as the Philippine National Construction Corporation, Dasmariñas Industrial Steel Corporation, Skyway Corporation, and Tierra Factors Corporation.

 

Moreover, he has more than two decades of professional experience in financial servces, banking, and public-private partnerships. His work with the Philippine National Bank (“PNB”) included postings overseas as Vice President and General Manager in Los Angeles, California, USA and as Regional Vice President-ASEAN in Singapore. His other stints in the banking sector included a two-year service as Corporate Account Manager at BMO Bank of Montreal, Vancouver, and President and Vice Chairman of the Philippine Postal Bank from 2005 to 2007. He also served as a Board Member of various companies such as San Miguel Corporation, Bank of Commerce, Private Infrastructure and Development Corporation, Bancard and PCI Bank, to name a few. He further served as Director of the Asian Infrastructure and Investment Bank (“AIIB”) in Beijing (China’s counterpart of the World Bank and Asian Development Bank).

 

Mr. Macasaet is an Outstanding Alumnus of the University of the Philippines and was recognized as an Atenean of the Year.

 

He holds a Bachelor of Science in Business Economics, cum laude, from the University of the Philippines and has earned a Master of Business Administration degree (Honors Program) from the same university. He also finished an Executive Program in Finance at Columbia University in New York and has a Diploma in Management Development at Harvard Business School in Boston, Massachusetts.

 

 

 

 

 

 

 

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January 30, 2024

 

The Philippine Stock Exchange, Inc.

6/F Philippine Stock Exchange Tower

28th Street corner 5th Avenue

Bonifacio Global City, Taguig City

 

Attention: Ms. Alexandra D. Tom Wong

Officer-in-Charge – Disclosure Department

 

Securities & Exchange Commission

7907 Makati Avenue, Salcedo Village,

Barangay Bel-Air, Makati City

 

Attention: Mr. Vicente Graciano P. Felizmenio, Jr.

Director – Markets and Securities Regulation Department

 

Philippine Dealing & Exchange Corporation

29th Floor, BDO Equitable Tower

8751 Paseo de Roxas, Makati City 1226

 

Attention: Atty. Marie Rose M. Magallen-Lirio

Head – Issuer Compliance and 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, PLDT Inc. (the “Company”) hereby submits a copy of SEC Form 17-C regarding the declaration of 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.

 

Very truly yours,

 

 

/s/Mark David P. Martinez

Mark David P. Martinez

Assistant Corporate Secretary

PLDT Inc.

 

 

 

 

 

 

 

 

 

 

 

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COVER SHEET

 

SEC Registration Number
P	W	-	5	5

Company Name

P

L

D

T

I

N

C.

Principal Office (No./Street/Barangay/City/Town/Province)

R

A

M

O

N

C

O

J

U

A

N

G

C

O

B

U

I

L

D

I

N

G

M

A

K

A

T

I

A

V

E

N

U

E

M

A

K

A

T

I

C

I

T

Y

 

Form Type

Department requiring the report

Secondary License Type, If Applicable

17

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C

M

S

R

D

COMPANY INFORMATION

	Company’s Email Address		Company’s Telephone Number/s		Mobile Number
			88168553

 

	No. of Stockholders		Annual Meeting Month/Day		Fiscal Year Month/Day
	11,397 As of December 31, 2023		Every 2nd Tuesday of June		December 31

CONTACT PERSON INFORMATION
The designated contact person MUST be an Officer of the Corporation

Name of Contact Person		Email Address		Telephone Number/s		Mobile Number
Marilyn A. Victorio-Aquino		[e-mail]		82500254

 

Contact Person’s Address

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.

 

 

 

 

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SECURITIES AND EXCHANGE COMMISSION

 

 

CURRENT REPORT UNDER SECTION 17

OF THE SECURITIES REGULATION CODE

AND SRC RULE 17.1

 

 

 

1.

January 30, 2024

Date of Report (Date of earliest event reported)

 

2.

SEC Identification Number PW-55

 

3.

BIR Tax Identification No. 000-488-793

 

4.

PLDT Inc.

Exact name of issuer as specified in its charter

 

5. Philippines 6.____________ (SEC Use Only)

Province, country or other jurisdiction Industry Classification Code

of Incorporation

 

7. Ramon Cojuangco Building, Makati Avenue, Makati City 1200

Address of principal office Postal Code

 

8. (632) 8250-0254

Issuer's telephone number, including area code

 

9. Not Applicable

Former name or former address, if changed since last report

 

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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11. 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 30, 2024, 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, 2024 and payable on March 15, 2024 to the holder of record as of February 14, 2024.

 

The cash dividend was declared out of the unaudited unrestricted retained earnings of the Company as at June 30, 2023, which are sufficient to cover the total amount of dividends declared.

 

Pursuant to the requirements of the Securities Regulation Code, the Company has duly authorized and caused this report to be signed on its behalf by the undersigned.

 

PLDT Inc.

 

By:

 

 

/s/Mark David P. Martinez

Mark David P. Martinez

Assistant Corporate Secretary

 

January 30, 2024

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

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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, thereunto duly authorized.

 

 

 

		PLDT Inc.
By	:	/s/Mark David P. Martinez
Name	:	Mark David P. Martinez
Title	:	Assistant Corporate Secretary

Date: January 30, 2024

 

 

 

 

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