SEC Form 8-K filed by Popular Inc.

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 8, 2026

 

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 5.03.

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On May 8, 2026, at the Annual Meeting of Shareholders of Popular, Inc. (the “Corporation”), the Corporation’s shareholders approved amendments to the Corporation’s Restated Certificate of Incorporation (the “Amendments”):

 

(i)

modernizing the indemnification provisions in, and making other clarifying or streamlining changes to, Article TENTH (the “Indemnification Amendment”);

 

(ii)

adding a new provision to Article TENTH to provide for the exculpation of directors and officers to the fullest extent permitted by the Puerto Rico General Corporations Law; and

 

(iii)

changing Article SEVENTH to remove language relating to the procedures for director elections held prior to 2023, at which time the Corporation’s Board of Directors (the “Board”) became fully declassified and all directors became subject to annual elections.

In addition, as further discussed in the Corporation’s definitive proxy statement (the “Proxy Statement”) filed with the Securities and Exchange Commission on March 24, 2026, under “Proposal 2 - Amendment to Popular’s Restated Certificate of Incorporation to Modernize Indemnification Provisions,” the Board approved and conditionally adopted the Corporation’s Amended and Restated By-Laws (the “A&R By-laws”) to align the indemnification provisions in the Corporation’s by-laws with the Indemnification Amendment, subject to shareholder approval of the Indemnification Amendment. The A&R By-laws became effective immediately upon the shareholders’ approval of the Indemnification Amendment at the Annual Meeting of Shareholders of the Corporation.

On May 8, 2026, the Corporation filed the Restated Certificate of Incorporation incorporating the Amendments with the Department of State of the Commonwealth of Puerto Rico, and such amendments became effective on that date. More complete descriptions of the Amendments and the A&R By-laws are included in the Proxy Statement under “Proposal 2 - Amendment to Popular’s Restated Certificate of Incorporation to Modernize Indemnification Provisions” and “Proposal 3 - Amendment to Popular’s Restated Certificate of Incorporation to Provide for Director and Officer Exculpation to the Extent Permitted by Puerto Rico Law.” The foregoing description of the Amendments and the A&R By-laws does not purport to be complete and is subject to, and is qualified in its entirety by, reference to the complete text of the Restated Certificate of Incorporation and the A&R By-laws, attached as Exhibit 3.1 and Exhibit 3.2 hereto, respectively, and incorporated herein by reference.

 

Item 5.07.

Submission of Matters to a Vote of Security Holders.

The Corporation held its Annual Meeting of Shareholders on May 8, 2026. At the Annual Meeting, the Corporation’s shareholders voted on the following five proposals and cast their votes as described below:

Proposal 1 – Election of Directors

Elected the following eleven individuals to serve as directors for a one-year term until the Annual Meeting of Shareholders to be held in 2026 or until their successors are duly elected and qualified:

 

		For				Against				Abstain				Broker Non-Vote
Alejandro M. Ballester			51,666,469				2,133,388				49,344				5,089,863
Robert Carrady			52,990,414				798,974				59,813				5,089,863
Richard L. Carrión			52,017,124				1,788,863				43,214				5,089,863
Bertil E. Chappuis			52,358,457				1,220,806				269,938				5,089,863
Betty DeVita			52,963,398				736,695				149,108				5,089,863
María Luisa Ferré Rangel			50,754,860				3,021,924				72,417				5,089,863
Javier D. Ferrer			52,940,105				842,613				66,483				5,089,863
C. Kim Goodwin			51,744,951				1,958,438				145,812				5,089,863
José R. Rodríguez			52,337,601				1,247,024				264,576				5,089,863
Alejandro M. Sánchez			52,583,276				1,138,274				127,651				5,089,863
Carlos A. Unanue			51,869,381				1,900,870				78,950				5,089,863

Proposal 2 – Amendment to Popular’s Restated Certificate of Incorporation to Modernize Indemnification Provisions

Approved an amendment to Popular’s Rested Certificate of Incorporation to modernize indemnification provisions:

 

For		Against		Abstained		Broker Non-Votes
53,300,390		445,388		103,423		5,089,863

Proposal 3 – Amendment to Popular’s Restated Certificate of Incorporation to Provide for Director and Officer Exculpation to the Extent Permitted by Puerto Rico Law

Approved an amendment to Popular’s Restated Certificate of Incorporation to provide for director and officer exculpations to the extent permitted by Puerto Rico Law:

 

For		Against		Abstained		Broker Non-Votes
52,420,078		1,300,677		128,446		5,089,863

Proposal 4 - 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
52,332,053		1,330,334		186,814		5,089,863

Proposal 5 – 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 2026:

 

For		Against		Abstained		Broker Non-Votes
56,946,975		1,904,232		87,857

 

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 8, 2026				By:		/s/ José R. Coleman Tió
						José R. Coleman Tió
						Executive Vice President and Chief Legal Officer