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 27, 2021
EVERTEC, Inc.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
| | | | | | | | | | | |
| Puerto Rico | | 66-0783622 |
(State or other jurisdiction of
incorporation or organization) | | (I.R.S. employer
identification number) |
| | |
| Cupey Center Building, | Road 176, Kilometer 1.3, | | |
| San Juan, | Puerto Rico | | 00926 |
| (Address of principal executive offices) | | (Zip Code) |
(787) 759-9999
(Registrant’s telephone number, including area code)
Not applicable
(Former name, former address and former fiscal year, if changed since last report)
COMMISSION FILE NUMBER 001-35872
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:
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| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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| ☐ | 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)) |
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| ☐ | 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 Class | Trading Symbol(s) | Name of each exchange on which registered |
| Common Stock, $0.01 par value per share | EVTC | New York Stock Exchange |
Indicate by check mark whether the registrant is an emerging growth company as defined in 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.
EVERTEC, Inc. (the “Company”) held its 2021 Annual Meeting of Stockholders on May 27, 2021 (the “Annual Meeting”). At the Annual Meeting the Company’s stockholders voted on and approved four proposals, each of which is described in more detail in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on April 9, 2021, as supplemented on April 14, 2021. At the close of business on March 29, 2021, the record date for the determination of stockholders entitled to vote at the Annual Meeting, there were 72,169,120 shares of the Company’s common stock, $0.01 par value per share, each share being entitled to one vote, constituting all of the outstanding voting securities of the Company. Present at the Annual Meeting in person or by proxy were the holders of 67,380,425 shares of the Company’s common stock, constituting a quorum. The final voting results were as follows:
Proposal 1: Election of Directors.
| | | | | | | | | | | |
| Name | For | Withheld | Broker Non-Votes |
| Frank G. D’Angelo | 65,606,664 | 218,569 | 1,555,192 |
| Morgan M. Schuessler, Jr. | 65,702,445 | 122,788 | 1,555,192 |
| Kelly Barrett | 65,541,328 | 283,905 | 1,555,192 |
| Olga Botero | 65,694,067 | 131,166 | 1,555,192 |
| Jorge A. Junquera | 65,701,729 | 123,504 | 1,555,192 |
| Iván Pagán | 65,696,377 | 128,856 | 1,555,192 |
| Aldo J. Polak | 65,385,618 | 439,615 | 1,555,192 |
| Alan H. Schumacher | 65,242,626 | 582,607 | 1,555,192 |
| Brian J. Smith | 65,041,034 | 784,199 | 1,555,192 |
Proposal 2: Advisory Vote on Executive Compensation.
| | | | | | | | | | | |
| For | Against | Abstain | Broker Non-Votes |
| 65,329,037 | 470,944 | 25,252 | 1,555,192 |
Proposal 3: Ratification of the Appointment of Deloitte & Touche LLP as the Company’s Independent Registered Public Accounting Firm.
| | | | | | | | |
| For | Against | Abstain |
| 67,226,427 | 151,255 | 2,743 |
Proposal 4: Advisory Vote on the Frequency of the Executive Compensation Advisory Vote.
| | | | | | | | | | | | | | |
| 1 Year | 2 Years | 3 Years | Abstain | Broker Non-Votes |
| 63,960,956 | 23,315 | 1,671,938 | 169,024 | 1,555,192 |
In light of the voting results received for Proposal 4 and other factors, the Board, at its meeting held on May 27, 2021, determined that the Company will hold an annual advisory non-binding vote on executive compensation, until the next required vote on the frequency of the executive compensation advisory vote.
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.
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| EVERTEC, Inc. |
| (Registrant) |
| | |
| Date: June 1, 2021 | By: | /s/ Luis A. Rodríguez |
| | Luis A. Rodríguez |
| | Executive Vice President, Chief Legal and Corporate Development Officer, and Secretary of the Board of Directors |
