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 30, 2015
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
(Registrants 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 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On June 30, 2015, the Corporation filed with the Secretary of State of the Commonwealth of Puerto Rico a Certificate of Elimination eliminating from its Certificate of Incorporation all matters set forth therein relating to the Corporations Contingent Convertible Perpetual Non-Cumulative Preferred Stock, Series D (the Series D Preferred Stock). No shares of the Series D Preferred Stock were outstanding at the time of the filing.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit 3.1 | Certificate of Elimination of Contingent Convertible Perpetual Non-Cummulative Preferred Stock, Series D |
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: July 2, 2015 | By: | /s/ Javier D. Ferrer | ||||
Javier D. Ferrer | ||||||
Executive Vice President, General Counsel and Secretary |
Exhibit 3.1
CERTIFICATE OF ELIMINATION
OF
CONTINGENT CONVERTIBLE PERPETUAL NON-CUMULATIVE PREFERRED STOCK, SERIES D
OF
POPULAR, INC.
(Pursuant to Article 5.01
of the General Corporation Law
of the Commonwealth of Puerto Rico)
Popular, Inc., a Puerto Rico corporation (the Corporation), hereby certifies in accordance with the provisions of Article 5.01 of the General Corporation Law of the Commonwealth of Puerto Rico that the following resolutions were duly adopted by the Board of Directors of the Corporation:
RESOLVED, that pursuant to Article 5.01 of the General Corporation Law of the Commonwealth of Puerto Rico and the authority granted to and vested in the Board of Directors of the Corporation in accordance with the provisions of the Certificate of Incorporation, the Board of Directors, by resolutions duly adopted, authorized the issuance of a series of 1,150,000 shares of Contingent Convertible Perpetual Non-Cumulative Preferred Stock, Series D (the Series D Preferred Stock), of the Corporation, and established the voting powers, designations, preferences and relative, participating and other rights, and the qualifications, limitations or restrictions thereof, and filed certificates of designation with respect to the Series D Preferred Stock (the Certificate of Designation) in the office of the Secretary of State of the Commonwealth of Puerto Rico;
FURTHER RESOLVED, as of the date hereof, no shares of Series D Preferred Stock are outstanding and no shares of Series D Preferred Stock will be issued subject to the Certificates of Designation; and
FURTHER RESOLVED, that when a certificate setting forth these resolutions becomes effective, it shall have the effect of eliminating from the Certificate of Incorporation all matters set forth in the Certificate of Incorporation with respect to the Series D Preferred Stock.
IN WITNESS WHEREOF, the Corporation has caused this Certificate of Elimination to be signed on its behalf by its duly authorized Executive Vice President, General Counsel and Secretary this 30th day of June, 2015.
POPULAR, INC. | ||
By: | /s/ Javier D. Ferrer | |
Name: | Javier D. Ferrer | |
Title: | Executive Vice President, General Counsel and Secretary |