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First BanCorp (NYSE: FBP) backs 2026 incentive plan and all proposals

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

Rhea-AI Filing Summary

First BanCorp. reported that stockholders approved the First BanCorp 2026 Omnibus Incentive Plan at the annual meeting held on May 6, 2026. The plan authorizes 5,000,000 shares of common stock for future equity awards, plus any shares forfeited under the prior 2016 omnibus plan, and will be administered by the Board’s Compensation Committee.

Stockholders also elected nine directors for one-year terms, approved on a non-binding basis 2025 executive compensation, and ratified the appointment of Crowe LLP as independent registered public accounting firm for the fiscal year ending December 31, 2026.

Positive

  • None.

Negative

  • None.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance
Key personnel changes including departures, elections, or appointments of directors and executive officers.
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.
2026 Omnibus Plan share reserve 5,000,000 shares Shares of common stock available for issuance under 2026 Omnibus Incentive Plan
Plan approval votes for 126,365,168 votes Votes for Adoption of 2026 Omnibus Incentive Plan
Plan approval votes against 9,200,055 votes Votes against Adoption of 2026 Omnibus Incentive Plan
Executive pay advisory votes for 130,973,880 votes Non-binding approval of 2025 executive compensation
Auditor ratification votes for 142,700,312 votes Ratification of Crowe LLP for fiscal year ending December 31, 2026
Director example votes for 135,051,354 votes Votes for director nominee Félix M. Villamil
2026 Omnibus Incentive Plan financial
"the Corporation’s stockholders approved the adoption of the First BanCorp 2026 Omnibus Incentive Plan"
broker non-votes regulatory
"Broker Non-Votes 8,016,633 shares for each director"
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.
non-binding, advisory resolution regulatory
"the non-binding, advisory resolution to approve the Corporation’s named executive officer compensation"
independent registered public accounting firm regulatory
"the Corporation’s 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.
restricted stock units financial
"provides for the grant of stock options, stock appreciation rights, restricted stock, restricted stock units, and other stock-based awards"
Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.
Understanding 8-K Material Events →
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 6, 2026

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 Leon Ave.
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 5.02
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

Approval of the Adoption of the First BanCorp 2026 Omnibus Incentive Plan

At the Annual Meeting of Stockholders of First BanCorp (the “Corporation”) held on May 6, 2026, the Corporation’s stockholders approved the adoption of the First BanCorp 2026 Omnibus Incentive Plan (the “2026 Omnibus Incentive Plan”), which provides for the grant of stock options, stock appreciation rights, restricted stock, restricted stock units, and other stock-based awards to the Corporation’s or its affiliates’ officers, employees, and nonemployee directors. There are 5,000,000 shares of the Corporation’s common stock available for issuance pursuant to awards granted under the 2026 Omnibus Incentive Plan in addition to any forfeited shares of common stock subject to outstanding awards granted under the First BanCorp 2016 Omnibus Incentive Plan (the “prior plan”) that are payable in shares and that are forfeited or otherwise terminate on or after May 6, 2026 without the delivery of shares of common stock. No new awards will be made under the prior plan. The 2026 Omnibus Incentive Plan previously had been approved, subject to stockholder approval, by the Corporation’s Board of Directors on March 19, 2026 and will be administered by the Compensation Committee of the Corporation’s Board.

A description of the material terms of the 2026 Omnibus Incentive Plan can be found in “Proposal No. 2 – Adoption of the First BanCorp 2026 Omnibus Incentive Plan” of the Corporation’s definitive proxy statement filed with the Securities and Exchange Commission (the “SEC”) on March 25, 2026 (the “Proxy Statement”), which description is incorporated herein by reference.

The foregoing description and the description incorporated by reference from the Proxy Statement are qualified in their entireties by reference to the complete text of the 2026 Omnibus Incentive Plan, attached as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.

2
Item 5.07
Submission of Matters to a Vote of Security Holders

At the Annual Meeting of Stockholders of the Corporation held on May 6, 2026, the Corporation’s stockholders voted on the following proposals, which are described in more detail in the Corporation’s Proxy Statement. The voting results are as follows:

Proposal 1 – Election of Directors

Director Nominees:
Votes For
  
Votes Against
  
Votes Abstained
           
Juan Acosta Reboyras
133,131,685
  
2,492,818
  
52,410
Aurelio Alemán
133,994,286
  
1,627,091
  
55,536
Luz A. Crespo
131,748,820
  
3,875,113
  
52,980
Tracey Dedrick
135,020,841
  
603,154
  
52,918
Patricia M. Eaves
133,609,818
  
1,377,263
  
689,832
Daniel E. Frye
134,888,678
  
735,050
  
53,185
John A. Heffern
135,032,607
  
591,127
  
53,179
Roberto R. Herencia
99,373,785
  
36,134,938
  
168,190
Félix M. Villamil
135,051,354
  
572,964
  
52,595

Broker Non-Vote 8,016,633 shares for each director.

As a result of the vote disclosed above, each of the nine director nominees listed above was duly elected to serve for a one-year term expiring at the Corporation’s 2027 Annual Meeting of Stockholders.

Proposal 2 – Adoption of the 2026 Omnibus Incentive Plan

Votes For
  
Votes Against
  
Votes Abstained
  
Broker Non-Votes
             
126,365,168
  
9,200,055
  
111,690
  
8,016,633

As a result of the vote disclosed above, the 2026 Omnibus Incentive Plan was duly approved by the stockholders of the Corporation.

Proposal 3 – Non-binding Approval of 2025 Executive Compensation of the Corporation’s named executive officers

Votes For
  
Votes Against
  
Votes Abstained
  
Broker Non-Votes
             
130,973,880
  
4,597,065
  
105,968
  
8,016,633

As a result of the vote disclosed above, the non-binding, advisory resolution to approve the Corporation’s named executive officer compensation as reported in the Proxy Statement was duly approved by the stockholders of the Company.

Proposal 4 – Ratify the Appointment of Crowe LLP as the Corporation’s Independent Registered Public Accounting Firm for Fiscal Year Ending December 31, 2026

Votes For
  
Votes Against
  
Votes Abstained
         
142,700,312
  
917,545
  
75,689

3
As a result of the vote disclosed above, the appointment of Crowe LLP as the Corporation’s independent registered public accounting firm for the fiscal year ending December 31, 2026 was duly ratified by the stockholders of the Corporation.

Item 9.01
Financial Statements and Exhibits

 
(d)
Exhibits

Exhibit
  
Description of Exhibit
     
10.1   First BanCorp 2026 Omnibus Incentive Plan
104   Cover Page Interactive Data File (embedded within the Inline XBRL document)

4
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 12, 2026
First BanCorp.
     
 
By:
/s/ Sara Alvarez
  
 
Name:
Sara Alvarez
 
Title:
EVP and General Counsel


5

Source: View Original Filing on SEC EDGAR

FAQ

What did First BanCorp (FBP) stockholders approve at the 2026 annual meeting?

Stockholders approved the 2026 Omnibus Incentive Plan, elected nine directors, endorsed 2025 executive compensation on a non-binding basis, and ratified Crowe LLP as independent auditor for the fiscal year ending December 31, 2026.

How many First BanCorp (FBP) shares are reserved under the 2026 Omnibus Incentive Plan?

The 2026 Omnibus Incentive Plan reserves 5,000,000 shares of common stock for awards, plus any shares tied to awards under the 2016 omnibus plan that are forfeited or terminate on or after May 6, 2026 without share delivery.

What were the voting results for First BanCorp’s 2026 Omnibus Incentive Plan?

The 2026 Omnibus Incentive Plan received 126,365,168 votes for, 9,200,055 votes against, 111,690 abstentions, and 8,016,633 broker non-votes, resulting in stockholder approval of the plan at the annual meeting.

Did First BanCorp (FBP) stockholders approve 2025 executive compensation?

Yes. The advisory vote on 2025 executive compensation received 130,973,880 votes for, 4,597,065 votes against, 105,968 abstentions, and 8,016,633 broker non-votes, meaning the non-binding resolution to approve named executive officer compensation passed.

Which auditor did First BanCorp (FBP) stockholders ratify for fiscal 2026?

Stockholders ratified Crowe LLP as independent registered public accounting firm for the fiscal year ending December 31, 2026, with 142,700,312 votes for, 917,545 votes against, and 75,689 abstentions recorded.

Were all First BanCorp (FBP) director nominees elected at the 2026 meeting?

All nine director nominees, including Juan Acosta Reboyras, Aurelio Alemán, and Félix M. Villamil, were elected to one-year terms, each receiving over 131 million votes for and 8,016,633 broker non-votes reported for each nominee.

Filing Exhibits & Attachments

4 documents

Agreements & Contracts

Other Documents