UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form
CURRENT REPORT
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Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On September 28, 2023, the Board of Directors (the “Board”) of Popular, Inc. (the “Corporation”) approved and adopted the Corporation’s amended and restated by-laws (the “Restated By-laws”), which became effective immediately.
The Board approved the Restated By-laws as part of its periodic review of the Corporation’s corporate governance documents. The Restated By-laws include amendments that:
| • | update the Corporation’s by-laws in connection with the Securities and Exchange Commission rules relating to universal proxy cards (the “Universal Proxy Rules”), including requiring stockholders providing notice pursuant to Rule 14a-19(b) under the Securities Exchange Act of 1934, as amended, to certify to the Corporation that they have complied with certain requirements under the Universal Proxy Rules no later than 5 business days prior to the applicable stockholder meeting; |
| • | refine and clarify the requirements with respect to notice of stockholder nominations and proposals (each a “Stockholder Notice”), including provisions regarding (1) the information to be provided in a Stockholder Notice by proposing stockholders, proposed nominees and other persons related to a stockholder’s solicitation of proxies and (2) the questionnaire, representation and agreement to be completed by proposing stockholders and proposed nominees in connection with a stockholder nomination; |
| • | specify that a timely Stockholder Notice must be received no earlier than 120th day prior to an annual meeting and no later than the close of business on the later of the 90th day prior to such annual meeting and the 10th day following the day on which public announcement of the date of the annual meeting was first made by the Corporation; and |
| • | require any stockholder directly or indirectly soliciting proxies from other stockholders to use a proxy card color other than white. |
The Restated By-laws also implement certain other administrative, technical, conforming and modernizing changes.
The foregoing description of the changes implemented by the Restated By-laws does not purport to be complete and is qualified in its entirety by reference to the Restated By-laws that are attached hereto as Exhibit 3.1 and incorporated by reference herein.
Item 9.01. Financial Statements and Exhibits.
| 3.1 | Amended and Restated By-laws of Popular, Inc. as of September 28, 2023. | |
| 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: October 3, 2023 |
By: |
/s/ José R. Coleman Tió | ||||
| José R. Coleman Tió | ||||||
| Executive Vice President and Chief Legal Officer | ||||||