false 0000763901 0000763901 2021-05-06 2021-05-06 0000763901 us-gaap:CommonStockMember 2021-05-06 2021-05-06 0000763901 bpopm:M6.70CumulativeMonthlyIncomeTrustPreferredSecuritiesMember 2021-05-06 2021-05-06 0000763901 bpopm:M6.125CumulativeMonthlyIncomeTrustPreferredSecuritiesMember 2021-05-06 2021-05-06





Washington, D.C. 20549



Form 8-K




Pursuant to Section 13 OR 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): May 6, 2021




(Exact name of registrant as specified in its charter)




Puerto Rico   001-34084   66-0667416

(State or other jurisdiction of

incorporation or organization)



File Number)


(IRS Employer

Identification Number)


209 Muñoz Rivera Avenue

Hato Rey, Puerto Rico

(Address of principal executive offices)   (Zip code)

(787) 765-9800

(Registrant’s telephone number, including area code)


(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





Name of each exchange

on which registered

Common Stock ($0.01 par value)   BPOP   The NASDAQ Stock Market
6.70% Cumulative Monthly Income Trust Preferred Securities   BPOPN   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 6, 2021. At the Annual Meeting, the Corporation’s shareholders voted on the following four proposals and cast their votes as described below:

Proposal 1 – Election of Directors

Elected the following three individuals to serve as “Class 1” directors until the Annual Meeting of Shareholders to be held in 2022 or until their successors are duly elected and qualified:


     For    Against    Abstained    Broker Non-Votes

Alejandro M. Ballester

   64,795,539    1,761,381    75,326    6,265,815

Richard L. Carrión

   64,913,185    1,672,498    46,563    6,265,815

Carlos A. Unanue

   64,896,862    1,600,208    135,176    6,265,815

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
   63,475,107    2,963,555    193,584    6,265,815

Proposal 3 – Advisory Vote to Approve the Frequency of Future Advisory Votes on Executive Compensation

Approved, on an advisory basis, a frequency of 1 year for future advisory votes on the compensation of the Corporation’s Named Executive Officers.


     1 Year    2 Years    3 Years    Abstain    Broker Non-Votes
   62,278,511    121,024    4,147,231    85,480    6,265,815

Proposal 4 – 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 2021.


     For    Against    Abstained    Broker Non-Votes
   69,982,788    2,250,987    664,286    0


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).


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.





Date: May 10, 2021  



/s/ Javier D. Ferrer

    Javier D. Ferrer
    Executive Vice President, Chief Legal Officer and Secretary