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  4. [8-K] POPULAR, INC. Reports Material Event

Shareholders back Popular (NASDAQ: BPOP) charter, pay and auditor moves

Filing Impact
(Moderate)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Popular, Inc. reported results of its Annual Meeting of Shareholders held on May 8, 2026. Shareholders approved amendments to the Restated Certificate of Incorporation and related Amended and Restated By-Laws that modernize indemnification provisions and provide director and officer exculpation to the extent permitted by Puerto Rico law.

All eleven director nominees were elected for one-year terms, advisory approval of executive compensation passed, and shareholders ratified the appointment of PricewaterhouseCoopers LLP as independent registered public accounting firm for 2026.

Positive

  • None.

Negative

  • None.
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year Governance
The company amended its charter documents, bylaws, or changed its fiscal year.
Item 5.07 Submission of Matters to a Vote of Security Holders Governance
Results of a shareholder vote on proposals at an annual or special meeting.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Indemnification amendment votes for 53,300,390 votes Proposal 2 to modernize indemnification provisions
Exculpation amendment votes for 52,420,078 votes Proposal 3 director and officer exculpation
Say-on-Pay votes for 52,332,053 votes Proposal 4 advisory vote on executive compensation
Auditor ratification votes for 56,946,975 votes Proposal 5 ratification of PricewaterhouseCoopers LLP for 2026
Broker non-votes key proposals 5,089,863 votes Broker non-votes on Proposals 1–4
Restated Certificate of Incorporation regulatory
"On May 8, 2026, the Corporation filed the Restated Certificate of Incorporation incorporating the Amendments"
A restated certificate of incorporation is an updated, single-document version of a company’s founding rules that folds together the original charter and all later changes into one clear set of terms — like replacing a patchwork manual with a clean, revised edition. Investors care because it clarifies ownership details, voting rights, share classes and other legal rules that affect control, dividends and how value is created or diluted, so it can change the risks and benefits of owning the stock.
Amended and Restated By-Laws regulatory
"the Board approved and conditionally adopted the Corporation’s Amended and Restated By-Laws (the “A&R By-laws”)"
indemnification provisions regulatory
"Proposal 2 - Amendment to Popular’s Restated Certificate of Incorporation to Modernize Indemnification Provisions"
director and officer exculpation regulatory
"Proposal 3 - Amendment to Popular’s Restated Certificate of Incorporation to Provide for Director and Officer Exculpation"
Say-on-Pay financial
"Proposal 4 - Advisory Vote to Approve Executive Compensation (“Say-on-Pay”)"
A say-on-pay is a shareholder vote that gives investors a chance to approve or disapprove a company’s executive compensation packages, typically held at annual meetings. It matters because the vote signals investor satisfaction with how leaders are paid—like customers rating how well managers are rewarded—and can push boards to change pay plans, reducing governance risk and affecting investor confidence and stock value even though the vote is usually advisory rather than legally binding.
Understanding 8-K Material Events →
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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

Source: View Original Filing on SEC EDGAR

FAQ

What was the outcome of Popular’s (BPOP) 2026 Say-on-Pay advisory vote?

Shareholders approved, on an advisory basis, the compensation of Popular’s named executive officers. The Say-on-Pay proposal received 52,332,053 votes for, 1,330,334 against, and 186,814 abstentions, along with 5,089,863 broker non-votes at the annual meeting.

Filing Exhibits & Attachments

6 documents

Other Documents