SECURITIES AND EXCHANGE COMMISSIONSEC FORM 17-C
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) Feb 16, 20222. SEC Identification Number 175222 3. BIR Tax Identification No. 242-603-734-0004. Exact name of issuer as specified in its charter Vivant Corporation 5. Province, country or other jurisdiction of incorporation Mandaluyong City 6. Industry Classification Code(SEC Use Only) 7. Address of principal office 9th Floor, Oakridge IT Center 3, Oakridge Business Park, A.S. Fortuna, Barangay Banilad, Mandaue City, CebuPostal Code60148. Issuer's telephone number, including area code (032) 234-2256; (032) 234-2285 9. Former name or former address, if changed since last report Not applicable 10. Securities registered pursuant to Sections 8 and 12 of the SRC or Sections 4 and 8 of the RSA
11. Indicate the item numbers reported herein 9
Section 4.4 of the Revised Disclosure Rules
Amendment(s)
The timetable for the effectivity of the amendment(s)
OF THE SECURITIES REGULATION CODE
AND SRC RULE 17.2(c) THEREUNDER 1. Date of Report (Date of earliest event reported) Feb 16, 20222. SEC Identification Number 175222 3. BIR Tax Identification No. 242-603-734-0004. Exact name of issuer as specified in its charter Vivant Corporation 5. Province, country or other jurisdiction of incorporation Mandaluyong City 6. Industry Classification Code(SEC Use Only) 7. Address of principal office 9th Floor, Oakridge IT Center 3, Oakridge Business Park, A.S. Fortuna, Barangay Banilad, Mandaue City, CebuPostal Code60148. Issuer's telephone number, including area code (032) 234-2256; (032) 234-2285 9. Former name or former address, if changed since last report Not applicable 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 Shares | 1,023,456,698 |
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Vivant CorporationVVT PSE Disclosure Form 4-4 - Amendments to By-Laws References: SRC Rule 17 (SEC Form 17-C) andSection 4.4 of the Revised Disclosure Rules
| Subject of the Disclosure |
Approval of the Amendments to the By-Laws of Vivant Corporation. |
| Background/Description of the Disclosure |
Vivant Corporation approved the amendments to the Amended By-Laws of Vivant Corporation. |
| Date of Approval by Board of Directors | Jul 17, 2020 |
| Date of Approval by Stockholders | Sep 11, 2020 |
| Other Relevant Regulatory Agency, if applicable | Not applicable |
| Date of Approval by Relevant Regulatory Agency, if applicable | N/A |
| Date of Approval by Securities and Exchange Commission | Feb 7, 2022 |
| Date of Receipt of SEC approval | Feb 10, 2022 |
| Article and Section Nos. | From | To |
| Article II, Section 4 | Section 4. Notice of Meeting - Notices for the regular or special meetings of the stockholders may be sent by the Secretary either by personal delivery, by mail to each stockholder of record or by publication in a newspaper of general circulation. | Section 4. Notice of Meeting - Notices for the regular or special meetings of the stockholders may be sent by the Corporate Secretary either by personal delivery, by private courier, by mail - postal or electronic, or by any form of messaging service, addressed to the physical or electronic address, or contact detail of each stockholder of record or by publication in a newspaper of general circulation or by posting on the website of the Corporation at least twenty-one (21) days prior to the date of the meeting. The notice shall be deemed to have been given at the time when delivered personally or deposited with the post office or private courier, or sent by messaging service or by electronic mail to the address or contact detail xxx |
| Article II, Section 5 | Section 5. Quorum - Unless otherwise provided by law, in all regular or special meetings of stockholders, a majority of the outstanding capital stock must be present or represented in order to constitute a quorum. If no quorum is constituted, the meeting shall be adjourned until the requisite amount of stock shall be present. | Section 5. Quorum - Unless otherwise provided by law, in all regular or special meetings of stockholders, a majority of the outstanding capital stock must be present or represented in order to constitute a quorum. Stockholders participating through remote participation or in absentia, electronically or otherwise, shall be deemed present for the purpose of determining the existence of a quorum. If no quorum is constituted, the meeting shall be adjourned until the requisite amount of stock shall be present. |
| Article II, Section 7 | Section 7. Proxies - Stockholders may vote in person, or by proxy in all meetings of the stockholders of the corporation. A proxy shall be in writing, signed by the stockholder or his duly authorized representative and filed with the office of the Corporate Secretary three (3) working days before the scheduled meeting. The Corporate Secretary shall only accept original copies of proxies. Only proxies bearing the signature of the duly authorized stockholder signatory(ies) on file with the corporation | Section 7. Proxies - Stockholders may vote in person, through remote participation, in absentia or by proxy in all meetings of the stockholders of the corporation. A proxy shall be in writing, signed by the stockholder or his duly authorized representative and filed with the office of the Corporate Secretary three (3) working days before the scheduled meeting. The Corporate Secretary shall only accept original copies of proxies. Only proxies bearing the signature of the duly authorized stockholder signatory(ies) on file with the corporation |
| Article III, Section 2 | Section 2. Election and Term - The Board of Directors shall be elected by the stockholders, and shall hold office for one (1) year and until their successors are elected and qualified. | Section 2. Composition of the Board, Election and Term. The Board of Directors shall have Eleven (11) members, who shall be elected by Corporation's the stockholders who shall be entitled to vote at the annual meeting of the stockholders, and shall hold office for one (1) year and until their successors are elected and qualified in accordance with these By-laws. As a corporation publicly listed with the Philippine Stock Exchange, the Corporation shall conform with the minimum number of Independent Directors as may be required by law and prescribed by the Securities and Exchange Commission (SEC), and with the procedures for the nomination and election of Independent Directors as may be prescribed by law and issuances of the SEC. |
| Article III, Section 4 | Section 4. Meetings - Regular meetings of the Board of Directors shall be held once every quarter of the year on such dates and at such times and places as the Chairman of the Board, or in his absence, the President, or upon the request of a majority of the directors and shall be held at such places as may be designated in the notice. | Section 4. Meetings - Regular meetings of the Board of Directors shall be held once every quarter of the year on such dates and at such times and places as the Chairman of the Board, or in his absence, the President, or upon the request of a majority of the directors and shall be held at such places as may be designated in the notice. Directors who cannot physically attend or vote at board meetings can participate and vote through remote communication such as videoconferencing, teleconferencing, or other alternative modes of communication that allow them to participate. |
| Article III, Section 6 | Section 6. Quorum - A majority of the number of directors as filed in the Articles of Incorporation shall constitute a quorum for the transaction of corporate business, and every decision of at least a majority of the directors present at a meeting at which there is a quorum shall be valid as a corporate act, except for the election of officers which shall require the vote of a majority of all the members of the Board. | Section 6. Quorum - A majority of the number of directors as filed in the Articles of Incorporation shall constitute a quorum for the transaction of corporate business, and every decision of at least a majority of the directors present at a meeting at which there is a quorum shall be valid as a corporate act, except for the election of officers which shall require the vote of a majority of all the members of the Board. Directors participating through remote communication such as videoconferencing, teleconferencing, or other alternative modes of communication shall be deemed present for the purpose of determining the existence of a quorum. |
| Article III Section 5 | Section 5. Notice - Notice of the regular or special meeting of the Board, specifying the date, time and place of the meeting, shall be communicated by the Secretary to each director personally, or by telephone, telex, telegram, or by written or oral. A director may waive this requirement, either expressly or impliedly. | Section 5. Notice - Notice of the regular or special meeting of the Board, specifying the date, time and place of the meeting, shall be communicated by the Secretary to each director personally, or by telephone, telex, telegram, or by written, electronic, oral or by any form of messaging service. A director may waive this requirement, either expressly or impliedly. |
| Rationale for the amendment(s) |
The amendments are proposed to align the Amended By-Laws with requirements of the Revised Corporation Code on the manner of attendance, voting and sending of notices to correspond to the mode of attendance at meetings of the Board of Directors and of stockholders, and with the prescribed number of independent directors for public companies. |
| Expected date of filing the amendments to the By-Laws with the SEC | Jul 30, 2021 |
| Expected date of SEC approval of the Amended By-Laws | Feb 7, 2022 |
| Effect(s) of the amendment(s) to the business, operations and/or capital structure of the Issuer, if any |
The amendments to the Amended By-Laws will not affect the business, operations or capital structure of Vivant Corporation. |
| Other Relevant Information |
This disclosure is to update the previous disclosure on the subject. The proposed amendments were first approved by the Board. on July 17, 2020 and ratified by the stockholders on September 11, 2020. Since it was at the height of the pandemic restrictions, the application was not promptly filed for reasons beyond the control of Vivant. Thus, the proposed amendments were submitted again for approval and ratification on May12, 2021 by the Board and the stockholders. |
Filed on behalf by:
| Name | Minuel Carmela Franco |
| Designation | Vice President for Finance and Treasury |