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EXHIBITS

 

 

Exhibit Number

 

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Copy of the disclosure letter that PLDT Inc. (the “Company”) filed on June 9, 2026 with the Philippine Stock Exchange and on June 10, 2026 with the Philippine Securities and Exchange Commission in connection with the results of the Annual Meeting of Stockholders and the Organizational Meeting of the Company held on June 9, 2026.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

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June 9, 2026

 

The Philippine Stock Exchange, Inc. 6/F Philippine Stock Exchange Tower 28th Street corner 5th Avenue Bonifacio Global City, Taguig City

 

Attention: Atty. Johanne Daniel M. Negre

Head – Disclosure Department

 

Securities & Exchange Commission 7907 Makati Avenue, Salcedo Village, Barangay Bel-Air, Makati City

 

Attention: Atty. Oliver O. Leonardo

Director – Markets and Securities Regulation Department

 

Dear All:

 

In compliance with Section 17.1 (b) of the Securities Regulation Code (“SRC”) and SRC Rule

17.1.1.1.3 (b) 2, we submit herewith a copy of SEC Form 17-C with respect to actions approved in the Annual Meeting of Stockholders and the Organizational Meeting of the Board of Directors of PLDT Inc. on June 9, 2026.

 

This submission shall also serve as our compliance with the PSE Revised Disclosure Rules. 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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C.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

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

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N

 

C

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M

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Form Type

 

 

 

Department requiring the report

 

 

 

Secondary License Type, If Applicable

 

 

17

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C

 

 

 

 

 

 

 

 

M

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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

 

 

11,318

As of May 31, 2026

 

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

 

mvaquino@pldt.com.ph

 

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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CURRENT REPORT UNDER SECTION 17 OF THE SECURITIES REGULATION CODE AND SRC RULE 17.1

 

 

1.
June 9, 2026

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 4 (Election of Directors and Officers) and Item 9 (Other Events)

 

We disclose the following information pertaining to the Annual Meeting of Stockholders (the “Annual Meeting”) and Organizational Meeting of the Board of Directors (the “Organizational Meeting”) of PLDT Inc. (“PLDT” or the “Company”) on June 9, 2026 and actions approved in the said meetings:

 

1.
Annual Meeting of Stockholders

 

1.1.
The Annual Meeting was held on June 9, 2026 at 3:00 p.m. The Notice and Agenda of the Annual Meeting were published in the May 18 and 19, 2026 issues of the Philippine Star and the Manila Times (in printed and online editions). The Notice and Agenda together with the Information Statement, Proxy Form, 2025 Management Report/Annual Report for the year ended December 31, 2025 in SEC Form 17-A and Quarterly Report for the first quarter of 2026 in SEC Form 17-Q (the “Annual Meeting Materials”) are posted on the Company’s website and PSE EDGE. In addition, copies of the Annual Meeting Materials for the Annual Meeting of Stockholders held on June 10, 2025 and a copy of the Minutes of such Annual Meeting are likewise posted on the Company’s website.
(a)
As of the record date, April 13, 2026, (the “Record Date”), the total outstanding PLDT shares entitling the holders thereof to attend and vote at the Annual Meeting is 366,055,775 (the “Voting Shares”), broken down as follows:

 

Class of Shares

Number of Shares

Common

216,055,775

Voting Preferred

150,000,000

Total

366,055,775

 

(b)
The total Common and Voting Preferred Shares owned or held by the stockholders present in person, online, or represented by proxy at the Annual Meeting was 313,422,757 representing 85.62% of the total outstanding Voting Shares of PLDT as at the Record Date, broken down as follows:

 

Class of Shares

Number of Shares

% to Total

Outstanding Shares

Common

163,422,757

44.64%

Voting Preferred

150,000,000

40.98%

Total

313,422,757

85.62%

 

Therefore, there was a quorum for the valid transaction of business at the Annual Meeting.

(c)
Thirteen (13) directors including the Chairman of the Board, the Chairpersons of the Audit, Risk, Governance, Nomination and Sustainability, Executive Compensation, Technology Strategy, and Data Privacy and Information Security Committees, the President and Chief Executive Officer and other key officers of the Company were present at the Annual Meeting. Representatives from the

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Company’s independent auditors, SGV & Co. (“SGV”) were also present at the Annual Meeting.

1.2
Each item on the Agenda of the Annual Meeting, that is subject to stockholders’ approval, was voted upon by means of written voting instructions, proxies, and real-time online voting.

 

1.3
The voting requirement and the votes cast for each one of the following items in the Agenda that is subject to stockholders’ approval are as follows:
(a)
Approval of the audited financial statements for the year ended December 31, 2025 contained in the Company’s 2025 Annual Report in SEC Form 17-A:

 

 

CLASS OF SHARES

 

VOTING REQUIREMENT

Majority of Total Outstanding

Common Shares and Voting Preferred Shares

VOTES CAST

FOR

AGAINST

ABSTAIN

Common Shares

163,322,194

11,965

29,604

Voting Preferred Shares

150,000,000

-

-

Total

313,322,194

11,965

29,604

Percentage to

Outstanding Voting Shares

85.59%

0.003%

0.008%

 

With more than two-thirds (2/3) of the outstanding Voting Shares voted in favor of the approval of the audited financial statements of the Company for the year ended December 31, 2025 contained in the Company’s 2025 Annual Report in SEC Form 17-A, the Company’s financial statements were approved.

 

(b)
Election of thirteen (13) directors, including three (3) independent directors for the ensuing year, whose background information is contained in the Information Statement:

 

The Chairman explained the review and screening process of the Governance, Nomination and Sustainability Committee (“GNSC”) to determine whether each of the director-nominees possesses the qualifications and none of the disqualifications for directorship, and whether each of the independent director- nominees meets the additional criteria and qualifications for an independent director, as well as the diversity aspects considered by the GNSC pursuant to the Company’s Board Diversity Policy.

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NAME OF DIRECTOR/ INDEPENDENT DIRECTOR

VOTING REQUIREMENT

 

Thirteen (13) nominees receiving the highest number of votes from the holders of Common Shares and Voting Preferred Shares shall be declared elected and three (3) of them who have been pre-qualified as independent directors shall be declared elected as such

VOTES CAST

Dr. Erika Fille T. Legara (Independent Director)

299,068,244

Mr. Benedicto C. Sison

(Independent Director)

298,080,234

Ms. Bernadine T. Siy

(Lead Independent Director)

290,339,951

Atty. Marilyn A. Victorio-Aquino

288,217,685

Mr. Robert Joseph M. de Claro

289,676,102

Ms. Helen Y. Dee

284,902,059

Atty. Ray C. Espinosa

290,142,709

Mr. James L. Go

296,255,091

Mr. Hidetada Hayashi

286,806,933

Mr. Menardo G. Jimenez, Jr.

288,558,526

Mr. Manuel V. Pangilinan

452,904,466

Mr. Kazutoshi Shimizu

292,368,397

Fr. Roberto C. Yap, S.J.

289,401,001

Each director/independent director-nominee received the votes of more than a majority of the outstanding Voting Shares. Since there are only thirteen (13) Board seats and thirteen (13) director-nominees, each director-nominee was elected. Three (3) of them, namely, Dr. Erika Fille T. Legara, Mr. Benedicto C. Sison, and Ms. Bernadine T. Siy, who have been pre-qualified as independent directors, were elected as independent directors.

Attached are copies of the Certifications executed by Dr. Legara, Mr. Sison, and Ms. Siy in connection with their election as independent directors of the Company.

 

1.4
SGV performed agreed upon procedures for the Company’s tabulation, registration, and reporting system (the “System”) in accordance with the Philippine Standards on Related Services 4400, Engagements and Agreed-Upon Procedures Regarding Financial Information issued by the Auditing Standards and Practices Council. Representatives from SGV were present at the Annual Meeting to check the accuracy and completeness of reports generated by the System.

 

1.5
Questions raised by stockholders were addressed or responded to by the Chairman and other key officers of the Company after the Election of Directors and prior to the discussion of Other Matters in the Agenda.

 

1.6
Stockholders were also informed that pursuant to the authority vested in the Audit Committee under the Company’s By-Laws, the Audit Committee appointed SGV as independent auditors to audit the financial statements of the Company for the year

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2026, and such appointment was confirmed by the Board of Directors.
2.
Organizational Meeting
2.1
The Organizational Meeting was held immediately after the adjournment of the Annual Meeting.

 

The thirteen (13) directors, inclusive of three (3) independent directors, elected during the Annual Meeting were present in the Organizational Meeting. All nominees for appointment as members of the Advisory Board/Committee were also present.

2.2
The following actions were approved by the Board of Directors at the Organizational Meeting:
(a)
Appointment of Mr. Manuel V. Pangilinan as Chairman of the Board of Directors and President and Chief Executive Officer of the Company.

 

(b)
Appointment of Ms. Bernadine T. Siy as Lead Independent Director.
(c)
Appointment of the members of the Advisory Board/Committee: Mr. Benny S. Santoso;

Mr. Christopher H. Young; and

Ret. Chief Justice Artemio V. Panganiban, as Independent Advisor.

 

(d)
Appointment of the Chairpersons, Members and Advisors of the six (6) Board Committees, as follows:

 

Audit Committee

 

Ms. Bernadine T. Siy, Chairperson;

Mr. Benedicto C. Sison, Independent Member;

Dr. Erika Fille T. Legara, Independent Member;

Mr. James L. Go, Advisor;

Ms. Corazon S. de la Paz-Bernardo, Advisor (Audit Committee Financial Expert); and

Mr. Hidetada Hayashi, Advisor.

 

Risk Committee

 

Mr. Benedicto C. Sison, Chairperson;

Dr. Erika Fille T. Legara, Independent Member;

Ms. Bernadine T. Siy, Independent Member;

Mr. James L. Go, Member; and

Mr. Hidetada Hayashi, Member.

 

Governance, Nomination and Sustainability Committee

Mr. Manuel V. Pangilinan, Chairperson;

Ms. Bernadine T. Siy, Independent Member;

Mr. Benedicto C. Sison, Independent Member;

Dr. Erika Fille T. Legara, Independent Member;

Mr. Hidetada Hayashi, Member;

Ms. Gina Marina P. Ordoñez, Non-Voting Member; and

Ms. Melissa V. Vergel de Dios, Non-Voting Member.

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Executive Compensation Committee

 

Mr. Manuel V. Pangilinan, Chairperson;

Ms. Bernadine T. Siy, Independent Member;

Mr. Benedicto C. Sison, Independent Member;

Dr. Erika Fille T. Legara, Independent Member;

Mr. Hidetada Hayashi, Member; and

Ms. Gina Marina P. Ordoñez, Non-Voting Member.

 

Technology Strategy Committee

 

Mr. Manuel V. Pangilinan, Chairperson; Atty. Ray C. Espinosa, Member;

Mr. James L. Go, Member;

Mr. Hidetada Hayashi, Member;

Dr. Erika Fille T. Legara, Independent Member;

Mr. Menardo G. Jimenez, Jr., Non-Voting Member;and

Ms. Louella F. Calixtro, Non-Voting Member.

 

Data Privacy and Information Security Committee

 

Dr. Erika Fille T. Legara, Chairperson;

Mr. Manuel V. Pangilinan, Member;

Atty. Ray C. Espinosa, Member;

Mr. Hidetada Hayashi, Member; and

Atty. Marilyn A. Victorio-Aquino, Member.

(e)
Election of the following officers to the positions indicated opposite their respective names:

 

Mr. Manuel V. Pangilinan

-

President and Chief Executive Officer

Mr. Menardo G. Jimenez, Jr.

-

Executive Vice President and

Chief Operating Officer

Atty. Marilyn A. Victorio-Aquino

-

Senior Vice President, Senior Legal Advisor to the Chairman, Privacy Head, and Corporate Secretary

Mr. Victorico P. Vargas

-

Leadership Transition Officer

Ms. Gina Marina P. Ordoñez

-

Senior Vice President and

Chief People Officer

Mr. Leo I. Posadas

-

Senior Vice President, Officer-in-Charge of the PLDT Finance, Risk, and Sustainability Group, and Treasurer

Mr. John Gregory Y. Palanca

-

Senior Vice President

Mr. Patricio S. Pineda III

-

Senor Vice President

Mr. Joseph Ian G. Gendrano

-

Senior Vice President

Mr. Luis S. Reñon

-

Senior Vice President and

Senior Advisor to the Chairman

Ms. Louella F. Calixtro

-

First Vice President and

Chief Procurement Officer

Atty. Joan A. De Venecia-Fabul

-

First Vice President and

Chief Legal Counsel

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Mr. Patrick F. Santos

-

First Vice President and

Chief Information Security Officer

Ms. Melissa V. Vergel de Dios

-

First Vice President and

Chief Sustainability Officer

Mr. Gil Samson D. Garcia

-

First Vice President and

Financial Controllership Head

Mr. Jose Roberto A. Alampay

-

First Vice President

Mr. Benedict Patrick V. Alcoseba

-

First Vice President

Mr. Marco Alejandro T. Borlongan

-

First Vice President

Ms. Mary Julie C. Carceller

-

First Vice President

Mr. Bernard H. Castro

-

First Vice President

Ms. Darlene Stephanie D. Chiong

-

First Vice President

Mr. Joseph Michael Vincent G. Co

-

First Vice President

Mr. Victor Emmanuel S. Genuino II

-

First Vice President

Atty. Ma. Criselda B. Guhit

-

First Vice President

Mr. Juancho Paolo L. Jerusalem

-

First Vice President

Ms. Leah Camilla R. Besa-Jimenez

-

First Vice President and

Chief Data Privacy Officer

Ms. Loreevi Gail O. Mercado

-

First Vice President

Ms. Anna Karina V. Rodriguez

-

First Vice President

Mr. Roderick S. Santiago

-

First Vice President

Ms. Gina B. Santos

-

First Vice President and

Internal Audit Head

Atty. Ma. Magdalene A. Tan

-

First Vice President and

Chief Governance Officer

Mr. Patrick S. Tang

-

First Vice President

Mr. Victor Y. Tria

-

First Vice President

Mr. Jude Michael H. Turcuato

-

First Vice President

Mr. John Henri C. Yañez

-

First Vice President

Atty. Mark David P. Martinez

-

Vice President and

Assistant Corporate Secretary

Ms. Cecille M. Alzona

-

Vice President

Mr. Roy Victor E. Añonuevo

-

Vice President

Atty. Tito Rodolfo B. Aquino, Jr.

-

Vice President

Ms. Maria Cecilia A. Arevalo

-

Vice President

Mr. Jerameel A. Azurin

-

Vice President

Ms. Dianne M. Blanco

-

Vice President

Mr. Benjamin Jose C. Causon, Jr.

-

Vice President

Ms. Ma. Monica M. Consing

-

Vice President

Mr. Rai Antonio A. De Jesus

-

Vice President

Mr. Ramil C. Enriquez

-

Vice President

Mr. Aniceto M. Franco III

-

Vice President

Mr. Leonard A. Gonzales

-

Vice President

Mr. Silverio S. Ibay, Jr.

-

Vice President

Mr. Gary F. Ignacio

-

Vice President

Mr. Alvin S. Ilano

-

Vice President

Mr. Javier C. Lagdameo

-

Vice President

Mr. Ser John S. Layug

-

Vice President

Mr. John Henry S. Lebumfacil

-

Vice President

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Mr. Czar Christopher S. Lopez

-

Vice President

Ms. Maria Carmela F. Luque

-

Vice President

Mr. Sesinando G. Milla III

-

Vice President

Ms. Evert Chris R. Miranda

-

Vice President

Ms. Ruby S. Montoya

-

Vice President

Ms. Marseille N. Nograles

-

Vice President

Ms. Audrey Lyn S. Oliva

-

Vice President

Mr. Charles Louis L. Orcena

-

Vice President

Ms. Regina P. Pineda

-

Vice President

Mr. Emerson C. Roque

-

Vice President

Ms. Marielle M. Rubio

-

Vice President

Ms. Maria Christina C. Semira

-

Vice President

Mr. Arvin L. Siena

-

Vice President

Mr. Jerone H. Tabanera

-

Vice President

Ms. Carla Elena A. Tabuena

-

Vice President

Ms. Jecyn Aimee C. Teng

-

Vice President

Ms. Ma. Delia V. Villarino

-

Vice President

Mr. Radames Vittorio B. Zalameda

-

Vice President

 

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

 

June 9, 2026

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

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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 : June 10, 2026

 

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