ABS-CBN Corporation held a brief and largely uneventful annual stockholders’ meeting on Wednesday, August 19, even as the company prepares for a ₱6-billion capital infusion that could significantly change its ownership structure and shape its future after years of transition.

ABS-CBN Corporation held a notably quiet annual stockholders’ meeting on Wednesday, August 19, with none of the usual spectacle associated with the media company known for producing some of the country’s biggest television shows and entertainment programs.

Instead of a packed ballroom, the annual meeting was conducted entirely online. Company executives appeared through video calls, microphones were kept muted except for designated speakers, questions were submitted in advance, and many stockholders had already cast their votes before the meeting began.

The meeting lasted less than 40 minutes and followed the usual corporate agenda. Stockholders approved the minutes of the previous meeting, the company’s financial statements and management report, and ratified the actions taken by the board and management. Seven directors were also elected, while the company’s external auditor was appointed.

Stockholders raised questions about several of ABS-CBN’s ongoing programs and business plans, including the return of Gandang Gabi Vice in September through GMA Network, iWant and the Kapamilya Channel. Management also discussed the upcoming Pinoy Big Brother collaboration with GMA, which is expected to launch in October using a smaller and more cost-efficient house.

Questions were also raised about veteran broadcaster Noli de Castro, who remains on medical leave and is expected to return once his doctors clear him to resume work.

The company also provided updates on its property transactions. ABS-CBN said the transfer to the ELJ Building is now expected to be completed by mid-2027.

Stockholders likewise asked about possible deeper partnerships with GMA Network, MediaQuest, and Prime Media Holdings, ABS-CBN’s partner in Media Serbisyo. Management said the company remains open to working with other media organizations.

With no other business raised, Chairman Martin Lopez formally ended the meeting.

While the online gathering was orderly and uneventful, it came at a time when ABS-CBN is undergoing one of the most important changes in its corporate history.

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Only a week before the annual meeting, ABS-CBN announced plans to raise ₱6 billion in fresh equity. The move could significantly change the company’s ownership structure.

Under the proposed recapitalization, ₱3.5 billion would come from I&C Holdings Corp., while three Lopez family branches—Crème Investment, Mantes and Presta would collectively invest ₱2.2 billion using personal funds. Another ₱300 million would come from Lopez Inc., the private family holding company that currently controls ABS-CBN.

To complete the transaction, ABS-CBN plans to issue 1,643,835,616 new common shares. That number is almost twice the roughly 900 million common shares currently issued by the company.

Despite the size of the planned transaction, the ₱6-billion recapitalization was not a major part of Wednesday’s stockholders’ meeting.

There was no detailed presentation about the new funding, no specific discussion of I&C Holdings, and no resolution asking stockholders to approve the planned issuance of new shares. Management also did not explain in detail how the company’s ownership would look once the new shares are issued.

Notably, the investor providing the largest amount of new capital did not have a representative elected to the board during the meeting.

The timing of the recapitalization helps explain why it was not included among the matters put to a vote on Wednesday. However, its limited presence in the meeting was striking given the size of the transaction and its potential effect on who owns ABS-CBN.

For a company rebuilding its business after losing its broadcast franchise, the ₱6-billion capital infusion is more than simply a financial transaction. It could influence the balance of ownership and control inside ABS-CBN as the company continues to shift toward digital platforms, partnerships and other sources of revenue.

The quiet annual meeting therefore offered a sharp contrast to the bigger changes happening behind the scenes. While the stockholders’ meeting proceeded without controversy, ABS-CBN’s ownership structure and business direction are being reshaped in ways that could have a lasting impact on the company’s future.

ABS-CBN’s ₱6-Billion Rescue Came After Stockholders Had Already Voted

The timeline of ABS-CBN’s annual stockholders’ meeting explains why the company’s newly announced ₱6-billion capital infusion was not included in the voting held on August 19.

The process began on July 16, when ABS-CBN set the date that determined which stockholders were eligible to vote at the annual meeting.

On July 29, the company released its notice and agenda after weeks of filings and review by the Securities and Exchange Commission (SEC). This determined the issues that stockholders would be asked to vote on during the meeting.

Stockholder registration and validation then continued until August 9. Validated stockholders and their authorized proxies were asked to submit their votes through a secure online voting platform by that date, based on the matters already listed in the official agenda.

The major development came only afterward.

On August 12, I&C Holdings Corp., three Lopez family branches—Crème Investment, Mantes and Presta—and Lopez Inc. signed their respective subscription agreements for the planned ₱6-billion investment in ABS-CBN.

The following day, August 13, the ABS-CBN board approved the transaction.

By then, however, existing stockholders had already completed their voting. The voting deadline had passed three days earlier, while the board had not yet approved the ₱6-billion recapitalization.

That timing is important because ABS-CBN’s Definitive Information Statement had already made clear that the annual meeting was not intended to approve the issuance of new securities. It specifically stated that no action would be taken regarding the authorization or issuance of securities.

As a result, the ₱6-billion deal could not simply be added to the agenda during the August 19 meeting.

The proposed transaction also requires more than a normal annual stockholders’ vote. Increasing a company’s authorized capital stock requires approval from stockholders representing at least two-thirds of the outstanding capital stock, along with the necessary corporate and regulatory procedures.

This timeline also helps explain why several names connected to the Lopez family and its investors were not included in ABS-CBN’s seven-member board slate.

Gabby Lopez, whose family branch recently sold its stake in Lopez Inc., did not return to the ABS-CBN board. Ramon Ang, whose investments are at the private Lopez Inc. level rather than directly in ABS-CBN, also did not have a representative among the nominees.

Leandro Leviste, a minority shareholder who is now a Batangas lawmaker, likewise did not have a representative among the seven directors elected during the meeting.

These changes involve ownership at the Lopez Inc. level and did not automatically change ABS-CBN’s board because the company’s nomination and voting process had already been completed.

In simple terms, the annual meeting and the ₱6-billion recapitalization were two separate corporate processes that happened close to each other but followed different timelines.

The August 19 meeting completed the business that had been announced weeks earlier. The ₱6-billion investment, meanwhile, was finalized only days before the meeting and still required additional corporate approvals.

Hours after the annual meeting ended, ABS-CBN disclosed another major development. Its board had approved changes needed to accommodate the new investments, including increasing the company’s authorized capital stock from ₱1.5 billion to ₱4.5 billion.

The company also plans to expand its board from seven to nine directors. Stockholders will vote on these proposed changes during a special stockholders’ meeting on September 30.

For ABS-CBN, the August 19 meeting may have looked quiet and routine on the surface. But behind the scenes, the company was already preparing for a major restructuring that could change its capital base, board composition and ownership landscape.

Carlo Katigbak: ABS-CBN Is Building a “New” Company After Franchise Loss

ABS-CBN President and CEO Carlo Katigbak said the company is rebuilding itself six years after losing its broadcast franchise, shifting away from its old business model and relying more on partnerships, digital platforms and other ways of reaching audiences.

During the company’s annual stockholders’ meeting, Katigbak acknowledged that ABS-CBN has yet to reach the level of business performance it wants. However, he said management remains confident that the company is moving toward recovery and eventual profitability.

Katigbak said ABS-CBN has gone through a difficult period since the loss of its franchise, which forced the company to rethink how it reaches viewers and generates income. Despite the challenges, he pointed to several signs of improvement.

According to Katigbak, the company’s revenues are recovering, operating costs have been significantly reduced, debt has gone down, and its losses continue to become smaller.

He also emphasized that ABS-CBN’s content remains popular even without the company owning the broadcast platform that once served as its main way of reaching Filipino audiences.

Its television programs, films, music, digital content and other productions continue to reach viewers through different platforms in the Philippines and abroad.

For Katigbak, this represents a major change in how ABS-CBN operates.

He explained that the company no longer needs to own the platforms that distribute its content. Instead, ABS-CBN can work with other companies to bring its programs and stories to audiences.

This means ABS-CBN can produce stories, develop artists and other talents, and own the intellectual property behind its content while allowing other television networks, streaming platforms, YouTube, cinemas and music services to distribute them.

The strategy has already led to partnerships that would have been difficult to imagine under ABS-CBN’s old business model.

Rather than depending on a single television network, the company is now spreading its content across different platforms and business partners.

Katigbak described this transformation as the building of a “new ABS-CBN”—one that continues to follow the company’s traditional mission of telling Filipino stories but operates under very different circumstances.

He said the company’s next chapter will focus on proving that ABS-CBN can rebuild a financially stronger organization capable of continuing to serve Filipino audiences for generations.

However, the transformation is not limited to the way ABS-CBN produces and distributes content.

The company is also preparing for a major change in its ownership structure following its planned ₱6-billion capital infusion. The new funding is expected to bring additional investors and could eventually affect the balance of ownership and influence within the company, including its board of directors.

This means the “new ABS-CBN” being described by Katigbak is not simply a company using new ways to distribute television shows, films, music and news. It could also become a company with a different group of shareholders and a different balance of power.

Yet, despite the significance of these changes, the planned new ownership structure was barely discussed during Wednesday’s virtual stockholders’ meeting.

For now, ABS-CBN is presenting its transformation as a long-term effort to survive, recover and remain relevant in a media industry that has changed dramatically since the company lost its broadcast franchise. The challenge ahead is whether the company’s new business model, partnerships and fresh capital will be enough to turn that recovery into sustainable profitability.

ABS-CBN Changes Two Directors as Company Prepares for Ownership Shift

ABS-CBN Corporation changed two of its seven directors during its annual stockholders’ meeting on Wednesday, August 19, as the company continues to prepare for a major change in its ownership structure.

Independent directors Randy David and Emmanuel “Noel” de Dios stepped down from the board after serving for several years. During the meeting, Chairman Martin Lopez thanked the two for their “guidance and wisdom.”

They were replaced by Monico Jacob and Honorio Poblador IV, who will also serve as independent directors.

The two new directors will join Charo Santos-Concio, Carlo Katigbak, and three members of the Lopez family representing different branches of the family.

They are Piki Lopez from the Oscar branch, Martin Lopez from the Manolo branch, and Rafael Lopez from the Geny branch. Rafael Lopez is also the brother of former ABS-CBN chairman Gabby Lopez.

However, I&C Holdings Corp., which recently agreed to invest ₱3.5 billion in ABS-CBN, does not have a representative on the newly elected board.

This is largely because the board nomination and voting process had already been underway before I&C and ABS-CBN signed their subscription agreement on August 12. In simple terms, the board elected on Wednesday was largely decided before the new investment deal was finalized.

This means ABS-CBN now has a new board, but it was formed before the company’s planned ownership changes fully took shape. The question now is whether I&C Holdings will eventually seek a seat on the board.

Under the announced investment arrangement, I&C’s ₱3.5-billion investment could give it roughly 38% of ABS-CBN’s enlarged common share base if all investors subscribe at the same price. Such a large stake could give the investor significant economic interest in the company.

ABS-CBN has already proposed increasing the size of its board from seven to nine members. However, the company has not yet disclosed who would fill the two additional seats.

The board changes are only one part of the transition facing ABS-CBN. The company still has to address a more basic issue before the new investors can receive their shares: ABS-CBN currently does not have enough authorized shares available for the planned investments.

The company therefore needs to complete the necessary steps to create and issue the additional shares required for the ₱6-billion capital infusion. Until that happens, the new investors cannot fully take their planned ownership positions.

For ABS-CBN, the changes at the board level are only the beginning. The bigger question is how the planned ₱6-billion investment will reshape the company’s ownership, board representation and control once the new shares are finally issued.

ABS-CBN needs bigger share base before P6-billion investment

ABS-CBN Corp. needs to increase the number of shares it is legally allowed to issue before it can complete a planned P6-billion investment from its new investors.

In a disclosure to the Philippine Stock Exchange (PSE) on August 14, ABS-CBN said it had agreed to issue 1,643,835,616 new common shares in exchange for the P6 billion investment.

The problem is that ABS-CBN is currently authorized to issue only 1.3 billion common shares. Nearly 900 million of those shares have already been issued.

	Total Outstanding Shares	Total Shares Present or Represented at the Meeting	Percentage to Total Voting Shares
Common Shares	899,848,111	535,753,794	59.54%
Preferred Shares	1,000,000,000	987,132,811	98.71%
TOTAL	1,899,848,111	1,522,886,605	80.16%

In simple terms, the company has committed to giving its incoming investors more shares than its current corporate charter allows it to issue.

To make the deal possible, ABS-CBN must first increase its authorized capital stock. This means raising the legal limit on the total number of shares the company can issue.

The company’s board approved the proposed capital increase on August 13. However, the move still requires approval from ABS-CBN shareholders.

The need for shareholder approval became an important point following the company’s annual stockholders’ meeting (ASM) on Wednesday. While the capital increase was approved by the board, shareholders were not asked to vote on a specific resolution covering the increase during that meeting.

ABS-CBN’s Definitive Information Statement had already indicated that the ASM would not take action on the authorization or issuance of new securities.

Because of this, ABS-CBN has called a special stockholders’ meeting on September 30. Shareholders will be asked to approve the proposed increase in authorized capital, which requires the support of at least two-thirds of the voting shares.

If the shareholders approve the capital increase, ABS-CBN will have enough authorized shares to proceed with the planned issuance to the investors.

The move is an important step toward completing the P6-billion investment, but the deal cannot move forward as planned until the company receives the required shareholder approval and formally expands its authorized share capital.