Evertec (NYSE: EVTC) investors approve board slate, pay and auditor

Rhea-AI Filing Summary

EVERTEC, Inc. reported the results of its 2026 Annual Meeting of Stockholders. Stockholders elected all ten director nominees, approved an advisory vote on executive compensation, and ratified the appointment of Deloitte & Touche LLP as independent auditor for the fiscal year ending December 31, 2026.

There were 61,620,344 shares of common stock outstanding as of the March 27, 2026 record date, each entitled to one vote. A quorum was present, with 58,025,701 shares represented in person or by proxy.

8-K Event Classification

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

1 item

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.

Key Figures

Shares outstanding: 61,620,344 shares Shares represented: 58,025,701 shares Say-on-pay votes for: 55,008,339 votes +4 more

7 metrics

Shares outstanding 61,620,344 shares Common stock outstanding as of March 27, 2026 record date

Shares represented 58,025,701 shares Shares present in person or by proxy at 2026 annual meeting

Say-on-pay votes for 55,008,339 votes Advisory vote on executive compensation at 2026 annual meeting

Say-on-pay votes against 1,469,014 votes Advisory vote on executive compensation at 2026 annual meeting

Auditor ratification votes for 57,308,440 votes Ratification of Deloitte & Touche LLP for fiscal year ending Dec. 31, 2026

Auditor ratification votes against 673,775 votes Ratification of Deloitte & Touche LLP for fiscal year ending Dec. 31, 2026

Director support example 56,303,267 votes for Votes for director Virginia Gambale at 2026 annual meeting

Key Terms

broker non-votes, advisory vote on executive compensation, independent registered public accounting firm, quorum

4 terms

broker non-votes financial

"Name | For | Against | Abstain | Broker Non-Votes"

Broker non-votes occur when a brokerage firm is unable to vote on a shareholder’s behalf during a company election or decision because the shareholder has not given specific voting instructions, and the broker is not allowed or chooses not to vote on certain matters. They are important because they can affect the outcome of votes, especially when the results are close, by effectively reducing the total number of votes cast.

advisory vote on executive compensation financial

"Proposal 2: Advisory vote on executive compensation."

A non-binding shareholder vote allowing investors to approve or reject the pay packages and compensation policies for a company’s top executives. It matters because the outcome tells the board whether owners are satisfied with executive pay and can prompt changes in policy or leadership much like a customer survey prompts a company to adjust its product — signaled approval can support management credibility, while rejection may increase scrutiny and affect investor confidence.

independent registered public accounting firm financial

"independent registered public accounting firm for the fiscal year ending December 31, 2026."

An independent registered public accounting firm is an outside accounting company officially registered with the government regulator to examine and report on a public company's financial records and controls. Investors treat its reports like an impartial inspector’s certificate — they add credibility to financial statements, help spot errors or misleading claims, and reduce the risk that shareholders are relying on unchecked or biased numbers.

quorum financial

"Present at the Annual Meeting in person or by proxy were the holders of 58,025,701 shares ... constituting a quorum."

A quorum is the minimum number of members needed to officially hold a meeting or make decisions. It ensures that decisions are made with enough participation to represent the group’s interests, much like a majority must be present for a vote to be valid. For investors, understanding quorum is important because it affects when and how important company or organization decisions can be legally made.

Understanding 8-K Material Events →

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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 21, 2026

 EVERTEC, Inc.

(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

Puerto Rico									66-0783622
(State or other jurisdiction of incorporation or organization)									(I.R.S. employer identification number)
Cupey Center Building,			Road 176, Kilometer 1.3,
San Juan,			Puerto Rico						00926
(Address of principal executive offices)									(Zip Code)

(787) 759-9999

(Registrant’s telephone number, including area code)

Not applicable

(Former name, former address and former fiscal year, if changed since last report)

COMMISSION FILE NUMBER 001-35872

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 Class			Trading Symbol(s)			Name of each exchange on which registered
Common Stock, $0.01 par value per share			EVTC			New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in 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.

On May 21, 2026, EVERTEC, Inc. (the “Company”) held its 2026 Annual Meeting of Stockholders (the “Annual Meeting”). The Company’s stockholders voted on and approved three proposals presented at the Annual Meeting, each of which is described in more detail in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on April 7, 2026.

At the close of business on March 27, 2026, the record date for the determination of stockholders entitled to vote at the Annual Meeting, there were 61,620,344 shares of the Company’s common stock, $0.01 par value per share, each share being entitled to one vote, constituting all the outstanding voting securities of the Company.

Present at the Annual Meeting in person or by proxy were the holders of 58,025,701 shares of the Company’s common stock, constituting a quorum. The final voting results were as follows:

Proposal 1: Election of directors.

Name			For			Against			Abstain			Broker Non-Votes
Frank G. D’Angelo			54,391,279			2,103,798			30,115			1,500,509
Morgan M. Schuessler, Jr.			55,774,601			714,704			35,887			1,500,509
Kelly Barrett			55,829,645			683,973			11,574			1,500,509
Olga Botero			55,566,884			922,632			35,676			1,500,509
Virginia Gambale			56,303,267			198,267			23,658			1,500,509
Jorge A. Junquera			54,436,642			2,049,308			39,242			1,500,509
Iván Pagán			56,162,877			351,159			11,156			1,500,509
Aldo J. Polak			56,154,666			359,000			11,526			1,500,509
Alan H. Schumacher			54,406,049			2,083,042			36,101			1,500,509
Brian J. Smith			52,965,623			3,523,614			35,955			1,500,509

Proposal 2: Advisory vote on executive compensation.

For			Against			Abstain			Broker Non-Votes
55,008,339			1,469,014			47,839			1,500,509

Proposal 3: Ratification of appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026.

For			Against			Abstain			Broker Non-Votes
57,308,440			673,775			43,486			0

SIGNATURES

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.

			EVERTEC, Inc.
			(Registrant)
Date: May 21, 2026			By:			/s/ Luis A. Rodríguez
						Luis A. Rodríguez
						Executive Vice President, Chief Legal and Administrative Officer, and Secretary of the Board of Directors

FAQ

What did EVERTEC (EVTC) stockholders approve at the 2026 annual meeting?

Stockholders elected all ten director nominees, approved an advisory vote on executive compensation, and ratified Deloitte & Touche LLP as auditor. These results confirm support for the board slate, pay program, and the company’s independent registered public accounting firm for the 2026 fiscal year.

How many EVERTEC (EVTC) shares were eligible to vote at the 2026 meeting?

At the March 27, 2026 record date, 61,620,344 shares of EVERTEC common stock were outstanding and entitled to one vote each. This figure represents all outstanding voting securities and sets the base for calculating participation and approval levels at the annual meeting.

Was there a quorum for EVERTEC’s 2026 annual stockholder meeting?

Yes. Holders of 58,025,701 EVERTEC common shares were present in person or by proxy, constituting a quorum. Meeting the quorum requirement allowed the company to conduct official business and record binding votes on directors, compensation, and auditor ratification items.

How did EVERTEC (EVTC) stockholders vote on executive compensation in 2026?

In the advisory vote on executive compensation, 55,008,339 votes were cast for, 1,469,014 against, and 47,839 abstained, with 1,500,509 broker non-votes. The strong majority in favor indicates broad stockholder support for the company’s named executive officer pay program.

Who is EVERTEC’s independent auditor for the year ending December 31, 2026?

Stockholders ratified Deloitte & Touche LLP as EVERTEC’s independent registered public accounting firm for the fiscal year ending December 31, 2026. The ratification received 57,308,440 votes for, 673,775 against, and 43,486 abstentions, with no broker non-votes recorded on this item.

Which directors received the highest support at EVERTEC’s 2026 meeting?

Several directors received strong approval. For example, Virginia Gambale received 56,303,267 votes for and 198,267 against, while Aldo J. Polak received 56,154,666 for and 359,000 against. All ten nominees were elected, indicating broad stockholder backing for the full board slate.

Filing Exhibits & Attachments

3 documents

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