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): May 12, 2022

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
6.125% 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. ☐

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

Popular, Inc. (the “Corporation”) held its Annual Meeting of Shareholders on May 12, 2022. At the Annual Meeting, the Corporation’s shareholders voted on the following three proposals and cast their votes as described below:

Proposal 1 – Election of Directors

Elected the following four individuals to serve as “Class 1” directors until the Annual Meeting of Shareholders to be held in 2023 or until their successors are duly elected and qualified:

	For		Against		Abstain		Broker Non-Vote
Alejandro M. Ballester		59,505,072		3,301,517		622,111		5,884,034
Richard L. Carrión		61,585,700		1,122,921		720,079		5,884,034
Betty DeVita		62,256,093		393,553		779,054		5,884,034
Carlos A. Unanue		61,225,574		1,571,494		631,632		5,884,034

Elected the following four individuals to serve as “Class 2” directors until the Annual Meeting of Shareholders to be held in 2023 or until their successors are duly elected and qualified:

	For		Against		Abstain		Broker Non-Vote
Joaquín E. Bacardí, III		60,247,762		2,439,499		741,439		5,884,034
Robert Carrady		62,086,673		589,380		752,647		5,884,034
John W. Diercksen		60,249,839		2,519,294		659,567		5,884,034
Myrna M. Soto		59,436,109		3,335,637		656,954		5,884,034

Elected the following individual to serve as a “Class 3” director until the Annual Meeting of Shareholders to be held in 2023 or until his successor is duly elected and qualified:

	For		Against		Abstain		Broker Non-Vote
José R. Rodríguez		62,358,031		431,901		638,768		5,884,034

Proposal 2 – Advisory Vote to Approve Executive Compensation (“Say-on-Pay”)

Approved, on an advisory basis, the compensation of the Corporation’s Named Executive Officers.

For		Against		Abstained		Broker Non-Votes
	60,775,988		1,863,754		788,958		5,884,034

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

Ratified the appointment of PricewaterhouseCoopers LLP as the Corporation’s independent registered public accounting firm for 2022.

For		Against		Abstained		Broker Non-Votes
	66,968,456		2,192,923		151,355		0

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: May 16, 2022	By:	/s/ José R. Coleman Tió
		José R. Coleman Tió
		Executive Vice President and Chief Legal Officer

XML

Document and Entity Information	May 12, 2022
Document And Entity Information [Line Items]
Amendment Flag	false
Entity Central Index Key	0000763901
Document Type	8-K
Document Period End Date	May 12, 2022
Entity Registrant Name	POPULAR, INC.
Entity Incorporation State Country Code	PR
Entity File Number	001-34084
Entity Tax Identification Number	66-0667416
Entity Address, Address Line One	209 Muñoz Rivera Avenue
Entity Address, City or Town	Hato Rey
Entity Address, Country	PR
Entity Address, Postal Zip Code	00918
City Area Code	(787)
Local Phone Number	765-9800
Written Communications	false
Soliciting Material	false
Pre Commencement Tender Offer	false
Pre Commencement Issuer Tender Offer	false
Entity Emerging Growth Company	false
Common Stock [Member]
Document And Entity Information [Line Items]
Security 12b Title	Common Stock ($0.01 par value)
Trading Symbol	BPOP
Security Exchange Name	NASDAQ
Cumulative Preferred Stock [Member]
Document And Entity Information [Line Items]
Security 12b Title	6.125% Cumulative Monthly Income Trust Preferred Securities
Trading Symbol	BPOPM
Security Exchange Name	NASDAQ