true 0000763901 0000763901 2021-05-06 2021-05-06 0000763901 us-gaap:CommonStockMember 2021-05-06 2021-05-06 0000763901 bpopm:M6.70CumulativeMonthlyIncomeTrustPreferredSecuritiesMember 2021-05-06 2021-05-06 0000763901 bpopm:M6.125CumulativeMonthlyIncomeTrustPreferredSecuritiesMember 2021-05-06 2021-05-06

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

Form 8-K/A

 

 

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, 2021

 

 

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
6.70% Cumulative Monthly Income Trust Preferred Securities   BPOPN   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.  ☐

 

 

 

EXPLANATORY NOTE

On May 10, 2021, Popular, Inc. (the “Corporation”) filed a Current Report on Form 8-K (the “Original Report”) with the Securities and Exchange Commission to report the voting results of the 2021 annual meeting of shareholders held on May 6, 2021 (the “2021 Annual Meeting”), including, among other matters, the approval, on an advisory basis, of the frequency of future shareholder advisory votes on the compensation of the Corporation’s Named Executive Officers (“Say-on-Pay”). The purpose of this Current Report on Form 8-K/A is to disclose, pursuant to Item 5.07(d) of Form 8-K, the Board of Directors’ determination on the frequency of future Say-on-Pay votes. Except for the foregoing, this Current Report on Form 8-K/A does not modify or update any other disclosure contained in the Original Report. This Current Report on Form 8-K/A should be read in conjunction with the Original Report.

 

Item 5.07

Submission of Matters to a Vote of Security Holders.

A non-binding advisory vote was taken by the Corporation’s shareholders at the 2021 Annual Meeting on the frequency of future Say-on-Pay votes. Consistent with the recommendation of the Board of Directors (the “Board”), the Corporation’s shareholders cast the greatest number of votes in favor of holding future Say-on-Pay votes on an annual basis. On June 25, 2021, the Board determined, consistent with the vote of the Corporation’s shareholders and in accordance with the Board’s previous recommendation, that the Corporation will continue to hold future Say-on-Pay votes on an annual basis until the next required shareholder vote on the frequency of Say-on-Pay votes is presented to shareholders.

 

Item 9.01.

Financial Statements and Exhibits.

 

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: June 25, 2021     By:  

/s/ Javier D. Ferrer

      Javier D. Ferrer
      Executive Vice President, Chief Legal Officer and Secretary
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