8-K
Popular, Inc. (BPOP)
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<br> <br>incorporation or organization) | (Commission<br>File Number) | (IRS Employer<br>Identification Number) |
| 209 Muñoz Rivera Avenue<br> <br>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)) |
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Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading<br>Symbol(s) | Name of each exchange<br>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<br> <br>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.<br> <br>(Registrant) | ||
|---|---|---|
| Date: May 12, 2025 | By: | /s/ José R. Coleman Tió |
| José R. Coleman Tió | ||
| Executive Vice President and Chief Legal Officer |