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 12, 2025

 

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 8, 2025. 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 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			56,867,093				1,808,256				162,465				4,029,148
Robert Carrady			57,706,988				894,100				236,726				4,029,148
Richard L. Carrión			57,380,003				1,307,122				150,689				4,029,148
Bertil E. Chappuis			58,326,893				285,691				225,230				4,029,148
Betty DeVita			57,957,792				704,085				175,937				4,029,148
María Luisa Ferré Rangel			56,415,707				2,273,635				148,472				4,029,148
C. Kim Goodwin			57,017,629				1,607,047				213,138				4,029,148
José R. Rodríguez			57,797,749				849,063				191,002				4,029,148
Alejandro M. Sánchez			57,768,605				888,142				181,067				4,029,148
Myrna M. Soto			57,700,675				961,521				175,618				4,029,148
Carlos A. Unanue			57,083,021				1,599,336				155,457				4,029,148

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
		57,433,174		1,184,945		219,695		4,029,148

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 2025.

 

		For		Against		Abstained		Broker Non-Votes
		61,151,472		1,524,350		191,140

 

Item 9.01.

Financial Statements and Exhibits.

 

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 12, 2025				By:		/s/ José R. Coleman Tió
						José R. Coleman Tió
						Executive Vice President and Chief Legal Officer