Popular, Inc 8-K, filed Oct 27, 2021
Popular, Inc. (BPOP)
About this 8-K
Popular, Inc filed this 8-K on October 27, 2021, reporting on events of October 21, 2021.
Items reported
- Item 5.02: Director or officer change, or executive pay
- Item 8.01: Other events
- Item 9.01: Financial statements and exhibits
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form
CURRENT REPORT
Pursuant to Section 13 OR 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction of incorporation or organization) |
(Commission File Number) |
(IRS Employer Identification Number) |
| |
||
| (Address of principal executive offices) | (Zip code) |
(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 |
Name of each exchange | ||
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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Appointment of Chief Operating Officer and Head of Business Strategy
On October 21, 2021, Javier D. Ferrer was appointed Executive Vice President, Chief Operating Officer and Head of Business Strategy of Popular, Inc. (“Popular” or the “Corporation”). He was also appointed Executive Vice President, Chief Operating Officer and Head of Business Strategy of Popular North America, Inc. (“PNA”), Senior Executive Vice President, Chief Operating Officer and Head of Business Strategy of Banco Popular de Puerto Rico (“BPPR”) and Senior Executive Vice President and Head of Business Strategy of Popular Bank (“PB”). His appointments are effective January 1, 2022.
Mr. Ferrer has served as Executive Vice President, Chief Legal Officer, General Counsel and Corporate Secretary of the Corporation, PNA, BPPR and PB since October 2014. He 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. In January 2019, he assumed oversight of the Corporation’s strategic planning function.
Before joining Popular, Mr. Ferrer was a founding partner of Pietrantoni Méndez & Alvarez LLC, a San Juan, Puerto Rico based law firm, were 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 is 59 years old and received a B.A. from Harvard College and a J.D. from Boston College Law School.
In his role as Chief Operating Officer and Head of Business Strategy of the Corporation, Mr. Ferrer will report directly to Ignacio Alvarez, the Corporation’s President and Chief Executive Officer, and shall oversee all of Popular’s businesses, including Puerto Rico and U.S.-based commercial, retail, individual credit and financial and insurance service units.
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.
Appointment of Chief Legal Officer and General Counsel
Also on October 21, 2021, José R. Coleman Tió was appointed Executive Vice President, Chief Legal Officer and General Counsel of the Corporation, PNA, BPPR and PB, effective January 1, 2022. Mr. Coleman Tió has served as the Corporation’s and BPPR’s Senior Vice President and Deputy General Counsel since February 2017. He also acts as Assistant Secretary of the Corporation and its wholly owned subsidiaries.
Prior to joining Popular, Mr. Coleman Tió was an independent provider of legal and financial advisory services. He had also served in senior roles in the Government Development Bank for Puerto Rico, including as Executive Vice President and General Counsel, worked as an attorney at Cravath, Swaine & Moore, LLP in New York, New York, and acted as law clerk to the Hon. Bruce M. Selya of the U.S. Court of Appeals for the First Circuit. Mr. Coleman Tió is 40 years old and received a B.A. from Harvard College and a J.D. from Yale Law School.
Item 8.01. Other Events.
On October 27, 2021, 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 hereto as Exhibit 99.1.
Item 9.01. Financial Statements and Exhibits.
| 99.1 | Press release dated October 27, 2021. | |
| 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). | |
Exhibit 99.1 shall not be deemed “filed” for purposes of the Securities Exchange Act of 1934, as amended, nor shall it be incorporated by reference into any of the Corporation’s filings under the Securities Act of 1933, as amended, unless otherwise expressly stated in such filing.
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: October 27, 2021 | By: | /s/ Ignacio Alvarez | ||||
| Ignacio Alvarez | ||||||
| President and Chief Executive Officer | ||||||
Exhibit 99.1
Popular Appoints Javier D. Ferrer as Chief Operating Officer and Head of Business Strategy;
José R. Coleman Tió Named Executive Vice President and Chief Legal Officer
SAN JUAN, Puerto Rico – (BUSINESS WIRE) – October 27, 2021 – Popular, Inc. (“Popular” or the “Corporation”) (NASDAQ: BPOP) today announced the appointment of Javier D. Ferrer as the Corporation’s Chief Operating Officer (“COO”) and Head of Business Strategy. In this capacity, he will have overarching responsibility for all of Popular’s business units, including its Puerto Rico and U.S.-based Retail Banking, Individual Credit, Commercial Credit, Financial and Insurance Service units, overseeing their day-to-day operations and long-term strategy. Ferrer will report to President and Chief Executive Officer Ignacio Alvarez.
Ferrer’s appointment, which takes effect on January 1, 2022, aims to facilitate Popular’s business transformation to meet customers’ evolving needs and allow the company to compete more effectively.
“Popular is at an exciting inflection point. Leveraging our strong financial position, our dedicated colleagues and our commitment to our customers, we believe that Javier’s appointment as COO creates the structure necessary to deepen the transformation of our business to take advantage of future opportunities,” said Alvarez.
Ferrer has served as Popular’s Executive Vice President, Chief Legal Officer, General Counsel and Corporate Secretary since 2014 and as a director of Banco Popular de Puerto Rico since 2015. He has also overseen the company’s strategic planning function since 2019.
In addition, José R. Coleman Tió was appointed Executive Vice President, Chief Legal Officer and General Counsel of Popular, succeeding Ferrer, effective January 1, 2022. Coleman Tió has served as Popular’s Senior Vice President, Deputy General Counsel and Assistant Secretary since 2017.
“Javier and José will be crucial partners to me and the rest of Popular’s leadership team as we chart this journey under a new leadership structure that we believe positions us to be more responsive to the evolving needs of our customers,” said Alvarez.
About Popular, Inc.
Popular, Inc. (NASDAQ: BPOP) is the leading financial institution in Puerto Rico, by both assets and deposits, and ranks among the top 50 U.S. bank holding companies by assets. Founded in 1893, Banco Popular de Puerto Rico, Popular’s principal subsidiary, provides retail, mortgage and commercial banking services in Puerto Rico and the U.S. Virgin Islands. Popular also offers in Puerto Rico auto and equipment leasing and financing, investment banking, broker-dealer and insurance services through specialized subsidiaries. In the mainland United States, Popular provides retail, mortgage and commercial banking services through its New York-chartered banking subsidiary, Popular Bank, which has branches located in New York, New Jersey and Florida.
Cautionary Note Regarding Forward-Looking Statements
This press release contains “forward-looking statements” within the meaning of the U.S. Private Securities Litigation Reform Act of 1995, including without limitation those about Popular’s business, financial condition, results of operations, plans, objectives and future performance. These statements are not guarantees of future performance, are based on management’s current expectations and, by their nature, involve risks, uncertainties, estimates and assumptions. Potential factors, some of which are beyond the Corporation’s control, could cause actual results to differ materially from those expressed in, or implied by, such forward-looking statements. Risks and uncertainties include, without limitation, the effect of competitive and economic factors, and our reaction to
those factors, the adequacy of the allowance for loan losses, delinquency trends, market risk and the impact of interest rate changes, capital market conditions, capital adequacy and liquidity, the effect of legal and regulatory proceedings (including as a result of any participation in and execution of government programs related to the COVID-19 pandemic), new accounting standards on the Corporation’s financial condition and results of operations, the scope and duration of the COVID-19 pandemic (including the appearance of new strains of the virus), actions taken by governmental authorities in response thereto, and the direct and indirect impact of the pandemic on Popular, our customers, service providers and third parties. All statements contained herein that are not clearly historical in nature, are forward-looking, and the words “anticipate,” “believe,” “continues,” “expect,” “estimate,” “intend,” “project” and similar expressions, and future or conditional verbs such as “will,” “would,” “should,” “could,” “might,” “can,” “may” or similar expressions, are generally intended to identify forward-looking statements.
More information on the risks and important factors that could affect the Corporation’s future results and financial condition is included in our Annual Report on Form 10-K for the year ended December 31, 2020, in our Form 10-Q for the quarters ended March 31, 2021 and June 30, 2021, and in our Form 10-Q for the quarter ended September 30, 2021 to be filed with the Securities and Exchange Commission. Our filings are available on the Corporation’s website (www.popular.com) and on the Securities and Exchange Commission’s website (www.sec.gov). The Corporation assumes no obligation to update or revise any forward-looking statements or information which speak as of their respective dates.
Contacts
Popular, Inc.
Investor Relations:
Paul J. Cardillo, 212-417-6721
Investor Relations Officer
pcardillo@popular.com
or
Media Relations:
MC González Noguera, 917-804-5253
Executive Vice President and Chief Communications & Public Affairs Officer
mc.gonzalez@popular.com
Financial (English): P-EN-FIN