UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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 22, 2020

First BanCorp.
(Exact Name of Registrant as Specified in its Charter)

Puerto Rico
001-14793
66-0561822
(State or Other Jurisdiction  of Incorporation)
(Commission File Number)
(I.R.S. Employer Identification No.)

1519 Ponce de León Avenue, Stop 23
P.O. Box 9146
San Juan, Puerto Rico
  
 
00908-0146
(Address of Principal Executive Offices)
  
(Zip Code)

(787) 729-8200
(Registrant’s Telephone Number, including Area Code)

Not applicable
(Former name or former address, 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:

☐
Written communications 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 communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐
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:

Title of each class
Trading Symbol(s)
Name of each exchange on which registered
Common Stock ($0.10 par value)
FBP
New York Stock 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 5.07
Submission of Matters to a Vote of Security Holders

At the Annual Meeting of Stockholders of First BanCorp (the “Corporation”) held on May 22, 2020, stockholders of the Corporation voted on the following proposals, which are described in more detail in the Corporation’s Definitive Proxy Statement on Schedule 14A for the 2020 Annual Meeting of Stockholders filed by the Corporation with the Securities and Exchange Commission on April 9, 2020. The voting results are as follows:

Proposal 1 – Election of Directors

Director Nominees:
Votes For
  
Votes Against
  
Votes Abstained
Juan Acosta Reboyras
178,274,138
  
1,516,780
  
20,155
Aurelio Alemán
179,415,824
  
380,325
  
14,924
Luz A. Crespo
178,206,511
  
1,585,084
  
19,478
Tracey Dedrick
179,391,990
  
394,507
  
24,576
Daniel E. Frye
179,394,605
  
392,894
  
23,574
Robert T. Gormley
178,015,948
  
1,771,551
  
23,574
John A. Heffern
179,006,708
  
781,890
  
22,475
Roberto R. Herencia
177,621,502
  
2,169,401
  
20,170
Jośe Menéndez-Cortada
177,666,505
  
2,124,752
  
19,816

Broker Non- Vote 14,443,826 shares for each director.

Proposal 2 – Non-binding Approval of 2019 Executive Compensation of the Corporation’s named executive officers.

Votes For
  
Votes Against
  
Votes Abstained
  
Broker Non-Votes
170,921,149
  
7,359,320
  
1,530,604
  
14,443,826

 Proposal 3 – Ratify the Appointment of Crowe LLP as the Corporation’s Independent Registered Public Accounting Firm for 2020 Fiscal Year

Votes For
  
Votes Against
  
Votes Abstained
193,820,215
  
101,677
  
333,007

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: May 27, 2020
First BanCorp.
     
 
By:
/s/ Lawrence Odell
  
 
Name:
Lawrence Odell
 
Title:
EVP and General Counsel


v3.20.1
Document and Entity Information
May 22, 2020
Cover [Abstract]  
Document Type 8-K
Amendment Flag false
Document Period End Date May 22, 2020
Entity Registrant Name First BanCorp
Entity Incorporation, State or Country Code PR
Entity File Number 001-14793
Entity Tax Identification Number 66-0561822
Entity Address, Address Line One 1519 Ponce de León Avenue
Entity Address, Address Line Two P.O. Box 9146
Entity Address, City or Town San Juan
Entity Address, Country PR
Entity Address, Postal Zip Code 00908-0146
City Area Code 787
Local Phone Number 729-8200
Written Communications false
Soliciting Material false
Pre-commencement Tender Offer false
Pre-commencement Issuer Tender Offer false
Entity Emerging Growth Company false
Entity Central Index Key 0001057706
Title of 12(b) Security Common Stock ($0.10 par value)
Trading Symbol FBP
Security Exchange Name NYSE