-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, JvDMc70DXfgyVUL5LBt+bJ7s5eTzTxQkuCql1koUUZADNGm+1YkvrAyUF9v7aGcz BjTGHsUyRD2NynrLjKx5Tw== 0001299933-10-000321.txt : 20100128 0001299933-10-000321.hdr.sgml : 20100128 20100128080556 ACCESSION NUMBER: 0001299933-10-000321 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20100126 ITEM INFORMATION: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20100128 DATE AS OF CHANGE: 20100128 FILER: COMPANY DATA: COMPANY CONFORMED NAME: POPULAR INC CENTRAL INDEX KEY: 0000763901 STANDARD INDUSTRIAL CLASSIFICATION: STATE COMMERCIAL BANKS [6022] IRS NUMBER: 660667416 FISCAL YEAR END: 1209 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-34084 FILM NUMBER: 10551958 BUSINESS ADDRESS: STREET 1: 209 MUNOZ RIVERA AVE STREET 2: POPULAR CENTER BUILDING CITY: HATO REY STATE: PR ZIP: 00918 BUSINESS PHONE: 7877659800 MAIL ADDRESS: STREET 1: P.O. BOX 362708 CITY: SAN JUAN STATE: PR ZIP: 00936-2708 FORMER COMPANY: FORMER CONFORMED NAME: BANPONCE CORP DATE OF NAME CHANGE: 19920703 8-K 1 htm_36005.htm LIVE FILING Popular, Inc. (Form: 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):   January 26, 2010

Popular, Inc.
__________________________________________
(Exact name of registrant as specified in its charter)

     
Puerto Rico 001-34084 66-0667416
_____________________
(State or other jurisdiction
_____________
(Commission
______________
(I.R.S. Employer
of incorporation) File Number) Identification No.)
      
209 MUNOZ RIVERA AVE, POPULAR CENTER BUILDING, HATO REY , Puerto Rico   00918
_________________________________
(Address of principal executive offices)
  ___________
(Zip Code)
     
Registrant’s telephone number, including area code:   787-765-9800

Not Applicable
______________________________________________
Former name or former address, 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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On January 26, 2010, Messrs. Juan J. Bermúdez and Francisco M. Rexach resigned as directors of Popular, Inc. (the "Corporation"). Their resignation was effective inmediately. On that same day, the Board of Directors appointed Alejandro M. Ballester and Carlos A. Unanue to fill the vacancies resulting from these resignations. Messrs. Ballester and Unanue will each stand for election at the 2010 Annual Shareholders Meeting as Class 1 Directors with terms expiring in 2012.

In connection with the election of Messrs Bermúdez and Rexach for three year terms on May 1, 2009, the Corporation amended its Corporate Governance Guidelines to eliminate the prohibition on directors serving past age 72. The amendment was limited to Class 1 Directors with terms expiring in 2012 and was designed to provide continuity during a period of unprecedented economic turmoil. At that time, the Corporation disclosed that it was the intention of the Board of Directors to find suitable replacements for Messrs. Berm& #250;dez and Rexach, both of whom are over 72, prior to the expiration of their terms. Messrs. Bermúdez and Rexach had each also indicated their intent to resign once the Board had identified suitable replacements.

Mr. Ballester, age 42, is the President of Ballester Hermanos, a major food and wine and spirits distributor in Puerto Rico. He has served in that position since 2007. He previously served as Senior Vice President of Ballester Hermanos from 2000 until 2007. He joined Ballester Hermanos in 1990 as a brand manager and held various positions in this firm during his tenure. Mr. Ballester received a bachelor’s degree in business and economics from Lehigh University and a master’s degree in management from Northwestern University’s J. L. Kellog Graduate School of Management.

Mr. Unanue, age 46, is the President of Goya de Puerto Rico, Inc., a major manufacturer and distributor of food and beverages, with operations in the mainland United States, Puerto Rico and the Caribbean. He has held the position of President since 2003. From 1995 until 2003, he served as Vice President and General Manager of Goya de Puerto Rico. He joined the Goya organization in 1986 and has held various positions in the organization during his tenure. Mr. Unanue received a bachelor’s degree in business administration from Villanova University.

Mr. Ballester is expected to serve on the Audit and the Corporate Governance and Nominating committees of the Board of Directors. Mr. Unanue is expected to serve on the Audit and Risk Management committees of the Board of Directors.

Messrs. Ballester and Unanue will receive compensation as non-employee directors in accordance with the Corporation’s non-employee director compensation practices described in the Corporation’s Annual Proxy Statement filed with the Securities and Exchange Commission on March 13, 2009. The initial cash or restricted stock awards corresponding to the annual retainer as well as the annual stock award payable to non-employee directors will be pro-rated from the date of their appointment to the Corporation’s 2010 Annual Meeting of Stockholders.

There were no arrangements or understandings between Messrs. Ballester or Unanue and any other person pursuant to which they were appointed as directors of the Corporation and there are no related party transactions between Messrs. Ballester or Uananue and the Corporation.

The press release issued by the Corporation announcing the appointment of Messrs. Ballester and Unanue is attached hereto as Exhibit 99.1.





Item 9.01 Financial Statements and Exhibits.

99.1 Press release dated January 26, 2010






SIGNATURES

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.
          
January 28, 2010   By:   Ileana Gonzalez
       
        Name: Ileana Gonzalez
        Title: Senior Vice President and Corporate Comptroller


Exhibit Index


     
Exhibit No.   Description

 
99.1
  Press release dated January 26, 2010
EX-99.1 2 exhibit1.htm EX-99.1 EX-99.1

POPULAR, INC.

Exhibit 99.1

Contact:
Investor Relations:
Jorge A. Junquera
Chief Financial Officer
Senior Executive Vice President
787-754-1685

Media Relations:

Teruca Rullán
Senior Vice President
Corporate Communications
787-281-5170 or 917-679-3596 (mobile)

Popular Appoints Two New Directors

SAN JUAN, Puerto Rico, Jan. 26 — Popular, Inc. (Nasdaq: BPOP) announced today that Alejandro M. Ballester and Carlos A. Unanue have been appointed to the Board of Directors.

Ballester, 42, is President of Ballester Hermanos, a major food and wine and spirits distributor in Puerto Rico founded in 1914. Unanue, 46, is President of Goya of Puerto Rico, part of Goya Foods, the largest Hispanic-owned food company in the United States, founded in 1936.

Ballester has served as President of Ballester Hermanos since 2007, having first joined Ballester Hermanos in 1990. Unanue has held his current position of President of Goya of Puerto Rico since 2003. Unanue first joined the Goya organization in 1986.

Ballester and Unanue replace retiring directors Juan J. Bermúdez and Francisco M. Rexach, who had agreed to extend their respective terms until a suitable replacement had been found. Both Bermúdez and Rexach have served the Board over two decades and are past the age of 72.

“I am immensely grateful to Juan J.Bermúdez and Francisco Rexach for their guidance and support for more than twenty years of service to Popular,” said Richard L. Carrión, Chairman and Chief Executive Officer of Popular. “Our newly appointed directors are accomplished business leaders who will add great value and diversity to our Board. Their experience, intuition and commitment will help guide Popular effectively through this difficult economic period in the U.S. and Puerto Rico.”

Ballester and Unanue will each stand for election at the 2010 Annual Shareholders Meeting as Class 1 Directors with terms expiring in 2012.

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