UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

Form 8-K

 

CURRENT REPORT

Pursuant to Section 13 OR 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): May 12, 2022

 

POPULAR, INC.

(Exact name of registrant as specified in its charter)

 

 

Puerto Rico		001-34084		66-0667416
(State or other jurisdiction of incorporation or organization)		(Commission File Number)		(IRS Employer Identification Number)

 

209 Muñoz Rivera Avenue Hato Rey, Puerto Rico		00918
(Address of principal executive offices)		(Zip code)

(787) 765-9800

(Registrant’s telephone number, including area code)

NOT APPLICABLE

(Former name, former address and former fiscal year, if changed since last report)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

 

☐

Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

☐

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

☐

Pre-commencement communication pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

☐

Pre-commencement communication pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock ($0.01 par value)		BPOP		The NASDAQ Stock Market
6.125% Cumulative Monthly Income Trust Preferred Securities		BPOPM		The NASDAQ Stock Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

 

 

Item 5.07. Submission of Matters to a Vote of Security Holders.

Popular, Inc. (the “Corporation”) held its Annual Meeting of Shareholders on May 12, 2022. At the Annual Meeting, the Corporation’s shareholders voted on the following three proposals and cast their votes as described below:

Proposal 1 – Election of Directors

Elected the following four individuals to serve as “Class 1” directors until the Annual Meeting of Shareholders to be held in 2023 or until their successors are duly elected and qualified:

 

		For				Against				Abstain				Broker Non-Vote
Alejandro M. Ballester			59,505,072				3,301,517				622,111				5,884,034
Richard L. Carrión			61,585,700				1,122,921				720,079				5,884,034
Betty DeVita			62,256,093				393,553				779,054				5,884,034
Carlos A. Unanue			61,225,574				1,571,494				631,632				5,884,034

Elected the following four individuals to serve as “Class 2” directors until the Annual Meeting of Shareholders to be held in 2023 or until their successors are duly elected and qualified:

 

		For				Against				Abstain				Broker Non-Vote
Joaquín E. Bacardí, III			60,247,762				2,439,499				741,439				5,884,034
Robert Carrady			62,086,673				589,380				752,647				5,884,034
John W. Diercksen			60,249,839				2,519,294				659,567				5,884,034
Myrna M. Soto			59,436,109				3,335,637				656,954				5,884,034

Elected the following individual to serve as a “Class 3” director until the Annual Meeting of Shareholders to be held in 2023 or until his successor is duly elected and qualified:

 

		For				Against				Abstain				Broker Non-Vote
José R. Rodríguez			62,358,031				431,901				638,768				5,884,034

Proposal 2 – Advisory Vote to Approve Executive Compensation (“Say-on-Pay”)

Approved, on an advisory basis, the compensation of the Corporation’s Named Executive Officers.

 

		For				Against				Abstained				Broker Non-Votes
			60,775,988				1,863,754				788,958				5,884,034

Proposal 3 – Ratification of Appointment of Independent Registered Public Accounting Firm

Ratified the appointment of PricewaterhouseCoopers LLP as the Corporation’s independent registered public accounting firm for 2022.

 

		For				Against				Abstained				Broker Non-Votes
			66,968,456				2,192,923				151,355				0

Item 9.01. Financial Statements and Exhibits.

 

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

				POPULAR, INC. (Registrant)
Date: May 16, 2022				By:		/s/ José R. Coleman Tió
						José R. Coleman Tió
						Executive Vice President and Chief Legal Officer