Ofg Bancorp 8-K, filed Apr 23, 2026
Ofg Bancorp (OFG)
8-K
2026-04-23
For: 2026-04-22
View Original
Added on
April 23, 2026
About this 8-K
Ofg Bancorp filed this 8-K on April 23, 2026, reporting on events of April 22, 2026.
Items reported
- Item 5.07: Shareholder vote results
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): April 23, 2026 (April 22, 2026 )
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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:
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| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | |||||
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| Pre-commencement communications 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:
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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
At the annual meeting of shareholders of OFG Bancorp (the “Company”) held on April 22, 2026 (the “Annual Meeting”), the proposals listed below were submitted to a vote of shareholders as set forth in the Company’s definitive proxy statement (the “Proxy Statement”) for the Annual Meeting.
Proposal 1 – Election of Directors
The nominees named in the Proxy Statement were elected to serve as directors for a one-year term or until their successors are duly elected and qualified. The voting results with respect to each nominee were as follows:
| Directors | For | Withheld | Broker Non-Votes | |||||||||||||||||
| José R. Fernández | 36,256,274 | 388,014 | 2,514,709 | |||||||||||||||||
| Jorge Colón Gerena | 36,149,879 | 494,409 | 2,514,709 | |||||||||||||||||
| Néstor De Jesús | 36,296,946 | 347,342 | 2,514,709 | |||||||||||||||||
| Annette Franqui | 36,067,081 | 577,207 | 2,514,709 | |||||||||||||||||
| Roberto García | 36,360,676 | 283,612 | 2,514,709 | |||||||||||||||||
| Lynda Grindstaff | 36,524,767 | 119,521 | 2,514,709 | |||||||||||||||||
| Susan Harnett | 36,027,928 | 616,360 | 2,514,709 | |||||||||||||||||
| Angel Vázquez | 36,515,795 | 128,493 | 2,514,709 | |||||||||||||||||
| Rafael Vélez | 36,251,399 | 392,889 | 2,514,709 | |||||||||||||||||
Proposal 2 – Advisory Vote on Executive Compensation
The compensation of the Company’s named executive officers, as described in the Proxy Statement, was approved on an advisory basis by a majority of the votes represented at the meeting. The voting results were as follows:
| For | Against | Abstain | Broker Non-Votes | |||||||||||||||||
| 36,003,479 | 599,690 | 41,119 | 2,514,709 | |||||||||||||||||
Proposal 3 – Ratification of Selection of Independent Registered Public Accounting Firm
The proposal to ratify the selection of KPMG LLP as the Company’s independent registered public accountants for the year ending December 31, 2026 was approved. The voting results were as follows (there were no broker non-votes):
| For | Against | Abstain | ||||||||||||
| 38,432,272 | 616,948 | 109,777 | ||||||||||||
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
OFG BANCORP
| Date: April 23, 2026 | By: | /s/ Hugh González | ||||||
| Name: Hugh González | ||||||||
| Title: General Counsel and Secretary | ||||||||