Shareholders at OFG Bancorp (NYSE: OFG) approve board, pay and KPMG

Rhea-AI Filing Summary

OFG Bancorp reported the results of its annual shareholder meeting held on April 22, 2026. Shareholders elected all nine director nominees, each receiving over 36 million votes in favor, with several drawing relatively few withheld votes and 2,514,709 broker non-votes reported for each director election.

Shareholders also approved, on an advisory basis, the compensation of the company’s named executive officers, with 36,003,479 votes for, 599,690 against, and 41,119 abstentions. In addition, they ratified the selection of KPMG LLP as independent registered public accountants for the year ending December 31, 2026, with 38,432,272 votes for, 616,948 against, and 109,777 abstentions.

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

Highest director votes for: 36,524,767 votes Broker non-votes on director elections: 2,514,709 votes Say-on-pay votes for: 36,003,479 votes +4 more

7 metrics

Highest director votes for 36,524,767 votes Votes for director nominee Lynda Grindstaff at April 22, 2026 annual meeting

Broker non-votes on director elections 2,514,709 votes Broker non-votes reported for each director election proposal

Say-on-pay votes for 36,003,479 votes Advisory approval of named executive officer compensation

Say-on-pay votes against 599,690 votes Opposing votes on advisory executive compensation resolution

Auditor ratification votes for 38,432,272 votes Votes for ratifying KPMG LLP as 2026 independent registered public accountants

Auditor ratification votes against 616,948 votes Votes against ratifying KPMG LLP for year ending December 31, 2026

Auditor ratification abstentions 109,777 votes Abstentions on KPMG LLP ratification proposal

Key Terms

broker non-votes, advisory vote on executive compensation, independent registered public accountants, definitive proxy statement, +1 more

5 terms

broker non-votes financial

"The voting results with respect to each nominee were as follows ... 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 The compensation of the Company’s named executive officers ... was approved"

independent registered public accountants financial

"Proposal 3 – Ratification of Selection of Independent Registered Public Accounting Firm ... independent registered public accountants for the year ending December 31, 2026"

definitive proxy statement regulatory

"submitted to a vote of shareholders as set forth in the Company’s definitive proxy statement"

A Definitive Proxy Statement is a detailed document that a company sends to its shareholders before a big meeting, like voting on important decisions. It explains what's being voted on and gives important information so shareholders can make informed choices. It matters because it helps shareholders understand and participate in key company decisions.

annual meeting of shareholders regulatory

"At the annual meeting of shareholders of OFG Bancorp ... held on April 22, 2026"

A yearly gathering where a company’s owners (shareholders) vote on key items like electing the board, approving executive pay, and ratifying auditors, and receive updates on performance and strategy. Think of it as an annual town hall for owners: it matters to investors because outcomes and disclosures can affect leadership, corporate direction, dividend and governance policies, and therefore the company’s risk and potential return.

Understanding 8-K Material Events →

0001030469FALSE00010304692026-04-222026-04-22

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): April 23, 2026 (April 22, 2026)

________________

OFG BANCORP

(Exact name of registrant as specified in its charter)

________________

Commonwealth of Puerto Rico

001-12647

66-0538893

(State or other Jurisdiction of Incorporation)

(Commission File Number)

(IRS Employer Identification No.)

Oriental Center, 15th Floor

254 Munoz Rivera Avenue

San Juan, Puerto Rico

00918

(Address of principal executive offices)

(Zip Code)

Registrant’s telephone number, including area code: (787) 771-6800

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 shares, par value $1.00 per share

OFG

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 5.07. Submission of Matters to a Vote of Security Holders

At the annual meeting of shareholders of OFG Bancorp (the “Company”) held on April 22, 2026 (the “Annual Meeting”), the proposals listed below were submitted to a vote of shareholders as set forth in the Company’s definitive proxy statement (the “Proxy Statement”) for the Annual Meeting.

Proposal 1 – Election of Directors

The nominees named in the Proxy Statement were elected to serve as directors for a one-year term or until their successors are duly elected and qualified. The voting results with respect to each nominee were as follows:

Directors						For						Withheld						Broker Non-Votes
José R. Fernández						36,256,274						388,014						2,514,709
Jorge Colón Gerena						36,149,879						494,409						2,514,709
Néstor De Jesús						36,296,946						347,342						2,514,709
Annette Franqui						36,067,081						577,207						2,514,709
Roberto García						36,360,676						283,612						2,514,709
Lynda Grindstaff						36,524,767						119,521						2,514,709
Susan Harnett						36,027,928						616,360						2,514,709
Angel Vázquez						36,515,795						128,493						2,514,709
Rafael Vélez						36,251,399						392,889						2,514,709

Proposal 2 – Advisory Vote on Executive Compensation

The compensation of the Company’s named executive officers, as described in the Proxy Statement, was approved on an advisory basis by a majority of the votes represented at the meeting. The voting results were as follows:

For						Against						Abstain						Broker Non-Votes
36,003,479						599,690						41,119						2,514,709

Proposal 3 – Ratification of Selection of Independent Registered Public Accounting Firm

The proposal to ratify the selection of KPMG LLP as the Company’s independent registered public accountants for the year ending December 31, 2026 was approved. The voting results were as follows (there were no broker non-votes):

For						Against						Abstain
38,432,272						616,948						109,777

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

OFG BANCORP

Date: April 23, 2026			By:			/s/ Hugh González
						Name: Hugh González
						Title: General Counsel and Secretary

FAQ

What did OFG (OFG Bancorp) shareholders approve at the 2026 annual meeting?

Shareholders elected all nine directors, approved executive compensation on an advisory basis, and ratified KPMG LLP as independent auditors for 2026. Each director received over 36 million votes for, and the auditor ratification drew 38,432,272 votes in favor with relatively few opposing or abstaining votes.

How did OFG Bancorp shareholders vote on the board of directors in 2026?

All nine OFG Bancorp director nominees were elected for one-year terms. Support levels were high, with candidates such as Lynda Grindstaff receiving 36,524,767 votes for and only 119,521 withheld, alongside 2,514,709 broker non-votes reported for each director election on the ballot.

What were the 2026 say-on-pay results for OFG Bancorp (OFG)?

OFG Bancorp’s executive compensation received strong advisory support. Shareholders cast 36,003,479 votes for the pay program, 599,690 against, and 41,119 abstentions, with 2,514,709 broker non-votes. This non-binding vote reflects shareholder views on compensation described in the company’s definitive proxy statement for the annual meeting.

Which audit firm did OFG Bancorp shareholders ratify for 2026, and by what margin?

Shareholders ratified KPMG LLP as OFG Bancorp’s independent registered public accounting firm for the year ending December 31, 2026. The proposal received 38,432,272 votes for, 616,948 against, and 109,777 abstentions, with no broker non-votes reported on this ratification item during the annual meeting.

When was OFG Bancorp’s 2026 annual shareholder meeting held and what items were considered?

The OFG Bancorp annual shareholder meeting took place on April 22, 2026. Shareholders voted on electing nine directors, approving an advisory resolution on named executive officer compensation, and ratifying KPMG LLP as the independent registered public accountants for the fiscal year ending December 31, 2026.

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3 documents

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