UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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 20, 2022
First BanCorp.
(Exact Name of Registrant as Specified in its Charter)
Puerto Rico
| 001-14793
| 66-0561882
|
(State or Other Jurisdiction of Incorporation) | (Commission File Number) | (I.R.S. Employer Identification No.) |
1519 Ponce de Leon Ave.
P.O. Box 9146
San Juan, Puerto Rico | | 00908-0146
|
| (Address of Principal Executive Offices) | | (Zip Code) |
(787) 729-8200
(Registrant’s Telephone Number, including Area Code)
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)) |
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 ($0.10 par value)
| FBP
| New York Stock Exchange
|
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 |
At the Annual Meeting of Stockholders of First BanCorp (the “Corporation”) held on May 20, 2022, stockholders of the Corporation voted on the following proposals, which are described in more detail in the Corporation’s Definitive Proxy Statement on Schedule 14A for the 2022 Annual Meeting of Stockholders filed by the Corporation with the Securities and Exchange Commission on April 5, 2022. The voting results are as follows:
Proposal 1 – Election of Directors
Director Nominees: | Votes For |
| Votes Against
| | Votes Abstained
|
| Juan Acosta Reboyras | 174,703,817 | | 919,956
| | 129,612 |
| Aurelio Alemán | 174,856,073 | | 767,496
| | 129,816 |
| Luz A. Crespo | 169,592,141 | | 3,699,270 | | 2,461,974 |
| Tracey Dedrick | 174,849,907 | | 771,722 | | 131,756 |
| Patricia M. Eaves | 172,400,147 | | 3,223,994 | | 129,244 |
| Daniel E. Frye | 174,858,647 | | 764,502 | | 130,236 |
| John A. Heffern | 174,858,378 | | 764,586 | | 130,421 |
| Roberto R. Herencia | 112,927,610 | | 61,480,464 | | 1,345,311 |
| Félix M. Villamil | 174,868,657 | | 754,904
| | 129,824 |
Broker Non- Vote 8,381,037 shares for each director.
Proposal 2 – Non-binding Approval of 2021 Executive Compensation of the Corporation’s named executive officers
| Votes For |
| Votes Against |
| Votes Abstained |
| Broker Non-Votes |
| |
| |
| |
| |
| 168,654,641 |
| 6,502,428 |
| 596,316 |
| 8,381,037 |
Proposal 3 – Ratify the Appointment of Crowe LLP as the Corporation’s Independent Registered Public Accounting Firm for 2022 Fiscal Year
| Votes For |
| Votes Against |
| Votes Abstained |
| |
| |
| |
| 183,647,846 |
| 355,392 |
| 131,184 |
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.
| Date: May 23, 2022 | First BanCorp. |
| | |
| | By: | /s/ Sara Alvarez |
| | Name: | Sara Alvarez |
| | Title: | EVP and General Counsel |
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