The government has imposed severe restrictions on mass gatherings as a result of the

Covid-19 pandemic, ergo traditional (face-to-face) annual stockholders’ meeting is not possible.
Can a corporation cancel or defer the annual stockholders’ meeting? Can the corporation opt to
conduct the annual stockholders’ meeting via zoom/videoconferencing?

A corporation can postpone, cancel, or defer the annual stockholders’ meeting.

The Revised Corporation Code allows postponement of stockholders’ regular meetings

provided written notice thereof and the reason for its postponement shall be sent to all
stockholders of record at least two (2) weeks prior to the date of the meeting, unless a different
period is required under the Corporation’s bylaws, law or regulation. A corporation may defer
the annual stockholders’ meeting due to the Covid-19 pandemic.

A corporation can conduct its annual stockholders’ meeting via zoom/videoconferencing.

The Securities and Exchange Commission urged corporations to follow SEC

Memorandum Circular No. 6 Series of 2020 allowing the “use of modern technology in
corporate events” to maximize “company outputs while at the same time helping fight to curb
the outbreak.”

Stockholders who cannot physically attend at stockholders' meetings may participate in

such meetings through remote communications or other alternative modes of communication
when so provided in the bylaws or by majority of the board of directors. If a stockholder or
member intends to participate in a meeting through remote communication, he/she shall notify
in advance the Presiding Officer and the Corporate Secretary of his/her intention. The Corporate
Secretary shall note such fact in the Minutes of the meeting.

Corporations must adopt their own internal procedures embodying the mechanisms for
participation in meetings and voting through remote communication or in absentia designed for
the convenience of the stockholders, taking into account the corporation's number of
stockholders, location of stockholders, importance of the matters to be discussed and voted
upon in the meeting, promotion of minority rights and other factors consistent with the
protection and promotion of stockholders' or member's rights. A stockholder who participates
through remote communication or in absentia shall be deemed present for purposes of quorum.

Stockholders may also exercise their right to vote through remote communication or in
absentia when authorized by a resolution of the majority of the board of directors provided that
the resolution shall only be applicable for a particular meeting. In the election of directors,
trustees and officers of corporations vested with public interest, stockholders and members may
vote through remote communication or in absentia, notwithstanding the absence of a provision
in the bylaws of such corporations.

Under the Revised Corporation Code, Notices of meeting my sent to all stockholders
through electronic mail, messaging service or such other manner as may be provided in the
bylaws or by board resolution. Notice of regular meetings stating the date, time and place of the
meeting must be sent to every stockholders at least twenty one (21) days prior to the scheduled
meeting, unless a longer time is provided in the bylaws. Notice of special meetings which stating
the date, time and place of the meeting must be sent to every stockholders at least one (1) week
prior to the scheduled meeting, unless a longer time is provided in the bylaws.

Section 50 of the Revised Corporation Code provides that when attendance,

participation, and voting are allowed by remote communication or in absentia, the requirements
and procedures to be followed when a stockholder or member elects either option shall
accompany each notice of meeting

Lastly, the presiding officer shall call and preside the stockholders' or members'
meetings, whether regular or special, at the principal office of the corporation as provided in the
articles of incorporation, or, if not practicable, in the city or municipality where the principal
office of the corporation is located. The Corporate Secretary must secure an audio or video
recording of the stockholders’ meetings and ensure that such recordings are kept in updated
storage equipment or facility.