UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form
CURRENT REPORT
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| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers |
On May 9, 2024, the Board of Directors of Popular, Inc. (“Popular” or the “Corporation”) appointed Javier D. Ferrer as President of Popular, in addition to his current role as Chief Operating Officer (“COO”). Mr. Ferrer was also appointed as President of the Corporation’s bank holding company subsidiary, Popular North America, Inc. (“PNA”) and of the Corporation’s two banking subsidiaries, Banco Popular de Puerto Rico (“BPPR”) and Popular Bank (“PB”). As President and COO, Mr. Ferrer will continue to report directly to Ignacio Alvarez, the Chief Executive Officer (“CEO”) of each of Popular, PNA, BPPR and PB.
Mr. Ferrer, age 62, has served, since January 2022, as Executive Vice President, COO and Head of Business Strategy of Popular; Executive Vice President, COO and Head of Business Strategy of PNA; Senior Executive Vice President, COO and Head of Business Strategy of BPPR and Senior Executive Vice President and Head of Business Strategy of PB. From October 2014 to January 2022, Mr. Ferrer served as Executive Vice President, Chief Legal Officer and General Counsel of the Corporation, PNA, BPPR and PB. He further served as Secretary of the Corporation, PNA, BPPR and PB from October 2014 to May 2024. Mr. Ferrer has also been a member of the Board of Directors of BPPR since March 2015 and a member of its Trust Committee since September 2019 and a member of the Board of Directors of PB since April 2024.
Before joining Popular, Mr. Ferrer was a founding partner of Pietrantoni Méndez & Alvarez LLC, a Puerto Rico based law firm, where he worked from September 1992 to December 2012 and from August 2013 to September 2014. From January 2013 to July 2013, Mr. Ferrer served as President of the Government Development Bank for Puerto Rico and Vice Chairman of its Board of Directors, as well as Chairman of the Economic Development Bank for Puerto Rico. Mr. Ferrer received a B.A. from Harvard College and a J.D. from Boston College Law School.
In his role as President and COO of the Corporation, Mr. Ferrer will continue to oversee all business units in Puerto Rico, the mainland United States and the Virgin Islands, as well as to direct the Corporation’s strategic planning and data and analytics functions.
There are no arrangements or understandings between Mr. Ferrer and any other person pursuant to which Mr. Ferrer was selected to serve as President. There are no family relationships between Mr. Ferrer and any director or executive officer of the Corporation. BPPR, the Corporation’s Puerto Rico-based banking subsidiary, has several outstanding loan transactions with Mr. Ferrer, his immediate family and entities controlled by them that were made in the ordinary course of business, on substantially the same terms, including interest rates and collateral, as those prevailing for comparable loan transactions with third parties, and did not involve and do not currently involve more than normal risks of collection or present other unfavorable features.
| Item 5.03. | Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. |
On May 9, 2024, the Board of Directors (the “Board”) of the Corporation approved and adopted the Corporation’s amended and restated by-laws (the “Restated By-laws”), which became effective immediately. The Restated By-laws include amendments to provide that the Board may appoint a Chief Executive Officer, whose office may be separate and distinct from the office of the President, and who shall have and may exercise such powers and duties as pertain to such office, or as from time to time may be conferred upon, or assigned to, such person by the Board. The Restated By-laws also implement certain other technical and conforming changes.
The foregoing description of the changes implemented by the Restated By-laws does not purport to be complete and is qualified in its entirety by reference to the Restated By-laws that are attached hereto as Exhibit 3.1 and incorporated by reference herein.
| Item 5.07. | Submission of Matters to a Vote of Security Holders. |
The Corporation held its Annual Meeting of Shareholders on May 9, 2024. 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 thirteen individuals to serve as directors for a one-year term until the Annual Meeting of Shareholders to be held in 2025 or until their successors are duly elected and qualified:
| For | Against | Abstain | Broker Non-Vote |
|||||||||||||
| Ignacio Alvarez |
60,889,221 | 682,966 | 211,741 | 4,001,521 | ||||||||||||
| Alejandro M. Ballester |
60,114,155 | 1,420,979 | 248,794 | 4,001,521 | ||||||||||||
| Robert Carrady |
60,755,463 | 773,707 | 254,758 | 4,001,521 | ||||||||||||
| Richard L. Carrión |
60,449,750 | 1,111,700 | 222,478 | 4,001,521 | ||||||||||||
| Bertil E. Chappuis |
61,431,791 | 43,550 | 308,587 | 4,001,521 | ||||||||||||
| Betty DeVita |
61,155,841 | 375,575 | 252,512 | 4,001,521 | ||||||||||||
| John W. Diercksen |
60,630,404 | 897,799 | 255,725 | 4,001,521 | ||||||||||||
| María Luisa Ferré Rangel |
60,051,182 | 1,517,504 | 215,242 | 4,001,521 | ||||||||||||
| C. Kim Goodwin |
60,367,271 | 1,197,092 | 219,565 | 4,001,521 | ||||||||||||
| José R. Rodríguez |
61,141,349 | 307,958 | 334,621 | 4,001,521 | ||||||||||||
| Alejandro M. Sánchez |
61,130,393 | 396,281 | 257,254 | 4,001,521 | ||||||||||||
| Myrna M. Soto |
60,327,545 | 1,180,362 | 276,021 | 4,001,521 | ||||||||||||
| Carlos A. Unanue |
60,384,002 | 1,171,243 | 228,683 | 4,001,521 | ||||||||||||
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 | |||
| 59,056,767 | 2,341,815 | 385,346 | 4,001,521 |
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 2024.
| For | Against | Abstained | Broker Non-Votes | |||
| 64,033,165 | 1,430,919 | 321,365 |
| Item 7.01. | Regulation FD Disclosure. |
On May 10, 2024, the Corporation issued a press release in connection with the matters described in Item 5.02 of this Current Report on Form 8-K.
A copy of the press release is attached to this Current Report on Form 8-K as Exhibit 99.1.
| Item 9.01. | Financial Statements and Exhibits. |
Exhibit 99.1 shall not be deemed to be “filed” for purposes of the Securities Exchange Act of 1934, as amended.
| 3.1 | Amended and Restated By-laws of Popular, Inc. as of May 9, 2024. | |
| 99.1 | ||
| 101 | Pursuant to Rule 406 of Regulation S-T, the cover page is formatted in Inline XBRL (Inline eXtensible Business Reporting Language). | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document and included in Exhibit 101). | |
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 10, 2024 |
By: |
/s/ José R. Coleman Tió | ||||
| José R. Coleman Tió | ||||||
| Executive Vice President and Chief Legal Officer | ||||||