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Section 1: 8-K (FORM 8-K)

Form 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): June 8, 2020 (June 1, 2020)

 

OFG BANCORP

(Exact Name of Registrant as Specified in Its Charter)

 

Delaware

(State or Other Jurisdiction of Incorporation)

001-12647

 

66-0538893

(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)

(787) 771-6800

(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 shares, par value $1.00 per share

 

OFG

 

New York Stock Exchange

7.125% Noncumulative Monthly Income Preferred Stock, Series A ($25.00 liquidation preference per share)

 

OFG.PRA

 

New York Stock Exchange

7.0% Noncumulative Monthly Income Preferred Stock, Series B ($25.00 liquidation preference per share)

 

OFG.PRB

 

New York Stock Exchange

7.125% Noncumulative Perpetual Preferred Stock, Series D ($25.00 liquidation preference per share)

 

OFG.PRD

 

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 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

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 June 1, 2020 (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

 

Julian S. Inclán

   

44,690,259

     

1,050,409

     

3,014,415

 

José R. Fernández

   

45,472,930

     

267,738

     

3,014,415

 

Juan Carlos Aguayo

   

44,860,958

     

879,710

     

3,014,415

 

Jorge Colón Gerena

   

44,998,128

     

742,540

     

3,014,415

 

Néstor de Jesús

   

45,522,667

     

218,001

     

3,014,415

 

Susan Harnett

   

45,485,251

     

255,417

     

3,014,415

 

Pedro Morazzani

   

44,789,481

     

951,187

     

3,014,415

 

Edwin Pérez

   

45,123,707

     

616,961

     

3,014,415

 

Christa Steele

   

45,485,230

     

255,438

     

3,014,415

 

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

37,676,403

 

8,026,271

 

11,008

 

3,014,415

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

The proposal to amend the 2007 Omnibus Performance Incentive Plan, as amended and restated, as described in the Proxy Statement, was approved by a majority of the issued and outstanding shares of common stock. The voting results were as follows:

For

 

Against

 

Abstain

 

Broker Non-Votes

44,542,455

 

1,147,404

 

23,823

 

3,014,415

Proposal 4 - 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, 2020 was approved. The voting results were as follows (there were no broker non-votes):

For

 

Against

 

Abstain

47,775,447

 

931,186

 

21,464


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: June 8, 2020

 

 

By:

 

/s/ Carlos O. Souffront

 

 

 

Carlos O. Souffront

 

 

 

General Counsel and Secretary

of the Board of Directors

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