8-K

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 27, 2012

POPULAR, INC.

(Exact name of registrant as specified in its charter)

COMMONWEALTH OF PUERTO RICO	001-34084	66-0667416
(State or other jurisdiction of incorporation or organization)	(Commission File Number)	(IRS Employer Identification Number)
209 MUNOZ 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:

¨ 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))

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

Popular, Inc. (the “Corporation”) held its Annual Meeting of Stockholders on April 27, 2012. The matters considered and voted on by the Corporation’s stockholders at the Annual Meeting and the results of the vote of the stockholder were as follows:

Proposal 1

To elect three directors for a three-year term:

	FOR		AGAINST		ABSTAIN		BROKER NON-VOTES
Alejandro M. Ballester		737,013,155		10,231,505		3,663,465		176,606,953
Richard L. Carrión		648,230,344		99,772,870		2,904,911		176,606,953
Carlos A. Unanue		733,458,900		12,878,474		4,570,751		176,606,953

To elect one director for a one-year term:

David E. Goel 738,318,034 9,243,716 3,346,375 176,606,953

Proposal 2

To authorize and approve an amendment to the Corporation’s Restated Certificate of Incorporation to effect a 1-for-10 reverse stock split of the Corporation’s outstanding common stock, together with a corresponding reduction in the number of authorized shares of common stock.

FOR		AGAINST		ABSTAIN		BROKER NON-VOTES
	868,609,719		53,062,427		5,842,932	0

Proposal 3

To approve an advisory vote of the Corporation’s executive compensation program.

FOR		AGAINST		ABSTAIN		BROKER NON-VOTES
	727,836,947		16,335,202		6,735,976		176,606,953

Proposal 4

To ratify the selection of PricewaterhouseCoopers LLP as the independent registered public accounting firm of the Corporation for 2012.

FOR		AGAINST		ABSTAIN		BROKER NON-VOTES
	910,999,117		15,385,815		1,130,146	0

As a participant in the Capital Purchase Program of the United States Treasury’s Troubled Asset Relief Program, the Corporation is required to submit yearly to stockholders the vote related to the Corporation’s advisory vote on executive compensation program. Therefore, no proposal was submitted for a vote of stockholders in connection with the frequency of stockholder advisory votes on executive compensation.

The press release issued by the Corporation in connection with the results of the 2012 Annual Meeting of Stockholders is included as Exhibit 99.1 hereto.

Item 8.01 Other Events

On April 30, 2012 the Corporation announced that the proposed 1-for-10 reverse split of its common stock was approved by its stockholders at the Annual Meeting of Stockholders held on April 27, 2012. The reverse stock split is expected to become effective as of 11:59 p.m. Atlantic Standard Time on May 29, 2012. The press release issued by the Corporation in connection with the reverse stock split is included as Exhibit 99.2 hereto.

Item 9.01. Financial Statements and Exhibits.

99.1	Annual Meeting press release dated April 30, 2012
99.2	Reverse stock split press release dated April 30, 2012

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.

		POPULAR, INC.
		(Registrant)
Date: May 2, 2012	By:	/s/ Jorge J. García
	Jorge J. García Senior Vice President and Corporate Comptroller

EX-99.1

Exhibit 99.1

Popular, Inc. Reelects Three Directors, Elects New Director; Approves Reverse Stock Split

San Juan, Puerto Rico – Monday, April 30, 2012 – Popular, Inc. (NASDAQ:BPOP) announced today that shareholders at the Annual Meeting of Shareholders, held on April 27, 2012, approved the reelection of three directors, the election of a new director and a 1-for-10 reverse stock split.

Class 1 Directors Richard Carrión, who is Chairman of the Board and CEO of the Corporation, and Alejandro Ballester and Carlos Unanue, members of the Board since 2010, will serve three-year terms expiring in 2015. Class 2 Director David Goel will serve a one-year term expiring in 2013. Goel replaces Michael Masin, who resigned effective December 31, 2011.

The reverse-stock split was approved together with a corresponding reduction in the number of authorized shares of common stock from 1.7 billion to 170 million.

An advisory vote approving the Corporation’s executive compensation program and the ratification of the selection of PricewaterhouseCoopers LLP as the independent registered public accounting firm of the Corporation for 2012 were also approved by shareholders.

Founded in 1893, Popular, Inc. is the leading banking institution by both assets and deposits in Puerto Rico and ranks 37th by assets among U.S. banks. In the United States, Popular has established a community-banking franchise providing a broad range of financial services and products with branches in New York, New Jersey, Illinois, Florida and California

For more information, visit http://www.popular.com

Source: Popular, Inc.

Contact:

Popular, Inc.

Investor Relations:

Jorge A. Junquera, 787-754-1685

Chief Financial Officer

Senior Executive Vice President

or

Media Relations:

Teruca Rullán, 787-281-5170 or 917-679-3596/mobile

Senior Vice President

Corporate Communications

EX-99.2

Exhibit 99.2

Popular Announces 1 for 10 Reverse Stock Split

SAN JUAN, Puerto Rico — Monday, April 30, 2012 — Popular, Inc. (NASDAQ: BPOP) (“Popular”) announced today that the proposed 1 for 10 reverse split of its common stock was approved by Popular’s stockholders on April 27, 2012 at the annual meeting of stockholders and is expected to become effective as of 11:59 p.m. Atlantic Standard Time on May 29, 2012.

Upon the effectiveness of the reverse stock split, Popular stockholders will receive one new share of Popular common stock for every ten shares they hold. Popular’s common stock will begin trading on a split-adjusted basis when the market opens on May 30, 2012.

The reverse stock split is expected to lead Popular’s common stock to trade at approximately ten times the price per share at which it trades prior to the effectiveness of the reverse stock split. Popular, however, cannot assure that the price of its common stock after the reverse split will reflect the 1 for 10 reverse split ratio, that the price per share following the effective time of the reverse split will be maintained for any period of time, or that the price will remain above the pre-split trading price.

In connection with the reverse stock split, the total number of common shares authorized under Popular’s Restated Certificate of Incorporation will be reduced from 1,700,000,000 to 170,000,000 shares. As of February 27, 2012, there were approximately 1,026,699,926 shares of Popular’s common stock outstanding. Effecting the 1 for 10 reverse split will reduce that amount to approximately 102,669,992. The reverse split will not change the number of shares of Popular’s authorized preferred stock, which will remain at 30,000,000 shares.

Treatment of Stock Options and Restricted Stock

The number of common shares into which Popular’s outstanding stock options and restricted stock as well as the options’ relevant exercise price per share will be proportionally adjusted to reflect the reverse split. The number of shares authorized for issuance under Popular’s equity incentive plans will also be proportionally reduced to reflect the reverse split.

Fractional Shares

Popular will not issue fractional shares of its common stock as a result of the reverse stock split. Instead, Popular’s transfer agent, Banco Popular de Puerto Rico Trust Division, will aggregate all fractional shares held by Popular shareholders into whole shares and arrange for them to be sold on the open market at prevailing prices. In lieu of fractional shares, shareholders will receive a cash payment equal to their allocable share of the total proceeds of these sales.

Shareholders will not be entitled to receive interest for the period of time between the effective date of the reverse split and the date the shareholder receives his or her cash payment.

Shareholders holding fewer than ten shares of Popular common stock will only receive cash for all their shares held before the reverse split and will no longer hold any shares of Popular common stock as of the effective date of the split.

New Common Stock Certificates

Popular will adopt a new stock certificate in connection with the implementation of the reverse stock split. Popular’s transfer agent, Banco Popular de Puerto Rico Trust Division, will manage the exchange of stock certificates. Shareholders of record will receive a letter of transmittal providing instructions for the exchange of their old certificates as soon as practicable following the effectiveness of the reverse split. Shareholders should not send in their old stock certificates until they receive a letter of transmittal from Banco Popular de Puerto Rico. Shareholders who hold their shares through a securities broker or nominee (i.e., in “street name”) will be contacted by their brokers or nominees with any instructions.

For more information, shareholders and securities brokers should contact Banco Popular de Puerto Rico Trust Division at 787-764-1893 or toll-free at 1-877-764-1893.

FORWARD-LOOKING STATEMENTS

The information included in this news release contains certain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These statements are based on management’s current expectations and involve certain risks and uncertainties that may cause actual results to differ materially from those expressed in forward-looking statements. Factors that might cause such a difference include, but are not limited to (i) the rate of growth in the economy and employment levels, as well as general business and economic conditions; (ii) changes in interest rates, as well as the magnitude of such changes; (iii) the fiscal and monetary policies of the federal government and its agencies; (iv) changes in federal bank regulatory and supervisory policies, including required levels of capital; (v) the relative strength or weakness of the consumer and commercial credit sectors and of the real estate markets in Puerto Rico and the other markets in which borrowers are located; (vi) the performance of the stock and bond markets; (vii) competition in the financial services industry; (viii) possible legislative, tax or regulatory changes; (ix) the impact of the Dodd-Frank Act on our businesses, business practice and cost of operations; and (x) additional Federal Deposit Insurance Corporation assessments. For a discussion of such factors and certain risks and uncertainties to which the Corporation is subject, see the Corporation’s Annual Report on Form 10-K for the year ended December 31, 2011, as well as its filings with the U.S. Securities and Exchange Commission. Other than to the extent required by applicable law, including the requirements of applicable securities laws, the Corporation assumes no obligation to update any forward-looking statements to reflect occurrences or unanticipated events or circumstances after the date of such statements.

Founded in 1893, Popular, Inc. is the leading banking institution by both assets and deposits in Puerto Rico and ranks 37th by assets among U.S. banks. In the United States, Popular has established a community-banking franchise providing a broad range of financial services and products with branches in New York, New Jersey, Illinois, Florida and California.

For more information, visit http://www.popular.com

Source: Popular, Inc.

Contact:

Popular, Inc.

Investor Relations:

Jorge A. Junquera, 787-754-1685

Chief Financial Officer

Senior Executive Vice President

or

Media Relations:

Teruca Rullán, 787-281-5170 or 917-679-3596/mobile

Senior Vice President

Corporate Communications