8-K – 2026-05-11 – d77241d8k.htm

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8-K

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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 8, 2026
 
 

POPULAR, INC.
(Exact name of registrant as specified in its charter)
 
 

 

Puerto Rico
 
001-34084
 
66-0667416

(State or other jurisdiction of
incorporation or organization)

 
(Commission
File Number)

 
(IRS Employer
Identification Number)

 

209 Muñoz Rivera Avenue
 

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))

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 ($0.01 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 5.03.
Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On May 8, 2026, at the Annual Meeting of Shareholders of Popular, Inc. (the “Corporation”), the Corporation’s shareholders approved amendments to the Corporation’s Restated Certificate of Incorporation (the “Amendments”):
 

 
(i)
modernizing the indemnification provisions in, and making other clarifying or streamlining changes to, Article TENTH (the “Indemnification Amendment”);

 

 
(ii)
adding a new provision to Article TENTH to provide for the exculpation of directors and officers to the fullest extent permitted by the Puerto Rico General Corporations Law; and

 

 
(iii)
changing Article SEVENTH to remove language relating to the procedures for director elections held prior to 2023, at which time the Corporation’s Board of Directors (the “Board”) became fully declassified and all directors became subject to annual elections.

In addition, as further discussed in the Corporation’s definitive proxy statement (the “Proxy Statement”) filed with the Securities and Exchange Commission on March 24, 2026, under “Proposal 2 - Amendment to Popular’s Restated Certificate of Incorporation to Modernize Indemnification Provisions,” the Board approved and conditionally adopted the Corporation’s Amended and Restated By-Laws (the “A&R By-laws”) to align the indemnification provisions in the Corporation’s by-laws with the Indemnification Amendment, subject to shareholder approval of the Indemnification Amendment. The A&R By-laws became effective immediately upon the shareholders’ approval of the Indemnification Amendment at the Annual Meeting of Shareholders of the Corporation.
On May 8, 2026, the Corporation filed the Restated Certificate of Incorporation incorporating the Amendments with the Department of State of the Commonwealth of Puerto Rico, and such amendments became effective on that date. More complete descriptions of the Amendments and the A&R By-laws are included in the Proxy Statement under “Proposal 2 - Amendment to Popular’s Restated Certificate of Incorporation to Modernize Indemnification Provisions” and “Proposal 3 - Amendment to Popular’s Restated Certificate of Incorporation to Provide for Director and Officer Exculpation to the Extent Permitted by Puerto Rico Law.” The foregoing description of the Amendments and the A&R By-laws does not purport to be complete and is subject to, and is qualified in its entirety by, reference to the complete text of the Restated Certificate of Incorporation and the A&R By-laws, attached as Exhibit 3.1 and Exhibit 3.2 hereto, respectively, and incorporated herein by reference.
 

Item 5.07.
Submission of Matters to a Vote of Security Holders.

The Corporation held its Annual Meeting of Shareholders on May 8, 2026. At the Annual Meeting, the Corporation’s shareholders voted on the following five 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
Non-Vote

 

Alejandro M. Ballester

  
 
51,666,469
 
  
 
2,133,388
 
  
 
49,344
 
  
 
5,089,863
 

Robert Carrady

  
 
52,990,414
 
  
 
798,974
 
  
 
59,813
 
  
 
5,089,863
 

Richard L. Carrión

  
 
52,017,124
 
  
 
1,788,863
 
  
 
43,214
 
  
 
5,089,863
 

Bertil E. Chappuis

  
 
52,358,457
 
  
 
1,220,806
 
  
 
269,938
 
  
 
5,089,863
 

Betty DeVita

  
 
52,963,398
 
  
 
736,695
 
  
 
149,108
 
  
 
5,089,863
 

María Luisa Ferré Rangel

  
 
50,754,860
 
  
 
3,021,924
 
  
 
72,417
 
  
 
5,089,863
 

Javier D. Ferrer

  
 
52,940,105
 
  
 
842,613
 
  
 
66,483
 
  
 
5,089,863
 

C. Kim Goodwin

  
 
51,744,951
 
  
 
1,958,438
 
  
 
145,812
 
  
 
5,089,863
 

José R. Rodríguez

  
 
52,337,601
 
  
 
1,247,024
 
  
 
264,576
 
  
 
5,089,863
 

Alejandro M. Sánchez

  
 
52,583,276
 
  
 
1,138,274
 
  
 
127,651
 
  
 
5,089,863
 

Carlos A. Unanue

  
 
51,869,381
 
  
 
1,900,870
 
  
 
78,950
 
  
 
5,089,863
 

Proposal 2 – Amendment to Popular’s Restated Certificate of Incorporation to Modernize Indemnification Provisions
Approved an amendment to Popular’s Rested Certificate of Incorporation to modernize indemnification provisions:
 

For
  
Against
  
Abstained
  
Broker Non-Votes

53,300,390
  
445,388
  
103,423
  
5,089,863

Proposal 3 – Amendment to Popular’s Restated Certificate of Incorporation to Provide for Director and Officer Exculpation to the Extent Permitted by Puerto Rico Law
Approved an amendment to Popular’s Restated Certificate of Incorporation to provide for director and officer exculpations to the extent permitted by Puerto Rico Law:
 

For
  
Against
  
Abstained
  
Broker Non-Votes

52,420,078
  
1,300,677
  
128,446
  
5,089,863

Proposal 4 - 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

52,332,053
  
1,330,334
  
186,814
  
5,089,863

Proposal 5 – 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 2026:
 

For
  
Against
  
Abstained
  
Broker Non-Votes

56,946,975
  
1,904,232
  
87,857
  

 

Item 9.01.
Financial Statements and Exhibits.

 

3.1
  
Restated Certificate of Incorporation of Popular, Inc. as of May 8, 2026.

3.2
  
Amended and Restated By-Laws of Popular, Inc. as of May 8, 2026.

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.
(Registrant)

Date: May 8, 2026
 

 
By:
 
/s/ José R. Coleman Tió

 

 

 
José R. Coleman Tió

 

 

 
Executive Vice President and Chief Legal Officer