SEC FORM 17-C: Results of BOD Meeting as of April 25, 2017

COVER SHEET

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Mr. Jeffrey C. Lim	831-1000
(Contact Person)	(Company Telephone Number)

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Month	Day	(Form Type)	Month	Day

(Calendar Period) (Annual Meeting)

(Se	condary License Type, If Applicab	le)
Dept. Requiring this Doc.	Amended Articles Number/Section Total Amount of Borrowings

Total No. of Stockholders Domestic Foreign

To be accomplished by SEC Personnel concerned

File Number LCU

Document ID Cashier

S T A M P S

Remarks: Please use BLACK ink for scanning purposes.

SECURITIES AND EXCHANGE COMMISSION SEC FORM 17-C

CURRENT REPORT UNDER SECTION 17

OF THE SECURITIES REGULATION CODE (SRC) AND SRC RULE 17(a)-1(b)(3) THEREUNDER

1. April 25, 2017

Date of Report

2. SEC Identification Number AS094-000088 3. BIR Tax Identification No. 003-058-789

1. SM PRIME HOLDINGS, INC.

   Exact name of registrant as specified in its charter

2. PHILIPPINES 6. (SEC Use Only)

Province, country or other jurisdiction of incorporation

Industry Classification Code:

7. 10th Floor Mall of Asia Arena Annex Building, Coral Way cor. J.W. Diokno Blvd., Mall of Asia Complex, Brgy. 76, Zone 10, CBP-1A, Pasay City, Philippines 1300

Address of principal office Postal Code

8. [phone]

Registrant's telephone number, including area code

9. N/A

Former name or former address, if changed since last report

1. Securities registered pursuant to Sections 4 and 8 of the RSA

   Title of Each Class

   Number of Shares of Common Stock Outstanding and Amount of Debt Outstanding

   COMMON STOCK, P1 PAR VALUE 28,879,231,694

   ......................................................................................................................................................

   ......................................................................................................................................................

   ......................................................................................................................................................

2. Indicate the item numbers reported herein: ITEM # 9, LETTER B.

3. At the regular meeting of the board of directors of SM Prime Holdings, Inc. (Corporation) held on April 25, 2017, the Board approved the declaration of a P0.26 cash dividend per share amounting to P7.509 billion in favor of stockholders of record as of May 12, 2017, payable on May 25, 2017.

4. At the annual stockholders' meeting of the Corporation held on April 25, 2017, the following matters were approved:

5. Minutes of the annual meeting held last April 12, 2016;

6. 2016 Annual Report;

7. Ratification of all acts of the board of directors and the management from the date of the last annual stockholders' meeting (April 12, 2016) up to today's annual stockholders' meeting (April 25, 2017);

8. The following stockholders were elected as directors of the Corporation to serve for the period 2017-2018 and until their successors shall have been duly elected and qualified, to wit:

   HENRY SY, SR. - Chairman Emeritus HENRY T. SY, JR. - Chairman

   JOSE L. CUISIA, JR. - Vice-Chairman and Lead Independent Director GREGORIO U. KILAYKO - Independent Director

   JOSELITO H. SIBAYAN - Independent Director HANS T. SY - Member

   HERBERT T. SY - Member JORGE T. MENDIOLA - Member JEFFREY C. LIM - Member

   TERESITA T. SY - Adviser to the Board ELIZABETH T. SY - Adviser to the Board

9. Re-appointment of Sycip Gorres Velayo & Co. as external auditor of the Corporation for the period 2017-2018.

10. At the organizational meeting of the board of directors of the Corporation held on April 25, 2017:

11. The following persons were elected officers of the Corporation for the year 2017-2018 to serve as such and until their successors shall have been duly elected and qualified:

    HENRY T. SY, JR. - Chairman

    JOSE L. CUISIA, JR. - Vice Chairman and Lead Independent Director JEFFREY C. LIM - President

    JOHN NAI PENG C. ONG - Chief Finance Officer TERESA CECILIA H. REYES - Chief Risk Officer CHRISTOPHER S. BAUTISTA - Chief Audit Executive ANNA MARIA S. GARCIA - Business Unit Head-Malls

    JOSE MARI H. BANZON - Business Unit Head-Residential (Primary) SHIRLEY C. ONG - Business Unit Head-Residential (Secondary)

    RUSSEL T. SY - Business Unit Head-Commercial

    MA. LUISA E. ANGELES - Business Unit Head-Hotels and Convention Centers

12. The following persons were elected members of the Corporate Governance Committee of the Corporation for the year 2017-2018 to serve as such and until their successors shall have been duly elected and qualified:

    JOSELITO H. SIBAYAN - Chairman (Independent Director)

    GREGORIO U. KILAYKO - Member (Independent Director) JOSE L. CUISIA, JR. - Member (Independent Director)

13. The following persons were elected members of the Audit Committee of the Corporation for the year 2017-2018 to serve as such and until their successors shall have been duly elected and qualified:

    JOSE L. CUISIA, JR. - Chairman (Independent Director) JOSELITO H. SIBAYAN - Member (Independent Director) JORGE T. MENDIOLA - Member

    JOSE T. SIO - Adviser

    SERAFIN U. SALVADOR - Adviser

14. The following persons were elected members of the Risk Oversight Committee of the Corporation for the year 2017-2018 to serve as such and until their successors shall have been duly elected and qualified:

    GREGORIO U. KILAYKO - Chairman (Independent Director) JOSE L. CUISIA, JR. - Member (Independent Director) JORGE T. MENDIOLA - Member

    JOSE T. SIO - Adviser

    SERAFIN U. SALVADOR - Adviser

15. The following persons were elected members of the Related Party Transactions Committee of the Corporation for the year 2017-2018 to serve as such and until their successors shall have been duly elected and qualified:

    JOSELITO H. SIBAYAN - Chairman (Independent Director) GREGORIO U. KILAYKO - Member (Independent Director) JORGE T. MENDIOLA - Member

16. The following persons were elected members of the Executive Committee of the Corporation for the year 2017-2018 to serve as such and until their successors shall have been duly elected and qualified:

    HANS T. SY - Chairman HENRY T. SY, JR. - Member JEFFREY C. LIM - Member HERBERT T. SY - Member ELIZABETH T. SY - Member

    JOHN NAI PENG C. ONG - Member

17. Mr. John Nai Peng C. Ong was appointed as Corporate Information Officer. ARTHUR A. SY - Alternate

    TERESA CECILIA H. REYES - Alternate

18. Mr. John Nai Peng C. Ong was re-appointed as Compliance Officer. ELMER B. SERRANO - Alternate

    TERESA CECILIA H. REYES - Alternate

19. Atty. Elmer B. Serrano and Atty. Arthur A. Sy were appointed as Corporate Secretary and Assistant Corporate Secretary, respectively.