SEC Rejects GMA Network’s Bid to Delay 2026 Stockholders’ Meeting Over Board Term Limits

 

The Securities and Exchange Commission has denied a request from GMA Network to postpone its 2026 annual stockholders’ meeting by nearly seven months, reinforcing stricter corporate governance rules involving the tenure of independent directors.

According to regulatory documents, the broadcast giant sought approval to move its scheduled May 20, 2026 stockholders’ meeting to December 9, 2026. GMA argued that the company needed more time to assess the impact of Securities and Exchange Commission Memorandum Circular No. 7, which imposes a strict nine-year lifetime term limit on independent directors.

The regulation applies retroactively, affecting independent directors who have already exceeded the allowable tenure despite currently serving on corporate boards.

However, the SEC rejected the request on March 31, stating that GMA Network failed to provide sufficient justification for such a lengthy postponement.

Regulators emphasized that under the Revised Corporation Code, any rescheduling of an annual stockholders’ meeting can only be moved within a maximum period of 60 days from the original meeting date.

In an effort to overturn the decision, GMA Network filed a motion for reconsideration on April 7. The SEC, however, remained firm and officially denied the appeal in a resolution released on May 4.

The stricter implementation of the circular directly affects the network’s board composition, particularly long-serving independent directors such as former Chief Justice Artemio Panganiban and former Bangko Sentral ng Pilipinas Governor Jaime Laya, both of whom have served as independent directors of GMA since 2007.

GMA Network argued that the immediate enforcement of the rule leaves companies with limited time to thoroughly evaluate and appoint qualified replacements, potentially resulting in rushed decisions that may affect corporate stability and leadership continuity.

On the other hand, the Securities and Exchange Commission maintained that enforcing term limits is necessary to promote board independence, encourage fresh perspectives in publicly listed companies, and strengthen overall standards of corporate governance in the country.

The development has sparked discussions within the Philippine business community regarding the balance between regulatory reforms and the practical challenges faced by major corporations in restructuring long-standing boards.