- Current report filing (8-K)
February 23 2009 - 5:17PM
Edgar (US Regulatory)
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): February 19, 2009
(Exact name of registrant as specified in its charter)
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COMMONWEALTH OF PUERTO RICO
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000-13818
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66-0667416
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(State or other jurisdiction of
incorporation or organization)
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(Commission File Number)
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(IRS Employer Identification
Number)
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209 MUNOZ RIVERA AVENUE
HATO REY, PUERTO RICO
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00918
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(Address of principal executive offices)
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(Zip code)
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(787) 765-9800
(Registrants 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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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o
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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o
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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o
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain
Officers; Compensatory Arrangements of Certain Officers.
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(e)
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On February 19, 2009, the Board of Directors of Popular, Inc. (the Corporation)
approved a cost savings plan (the Cost Savings Plan) proposed by the Corporations senior
management as part of the measures being taken as a result of the current economic
recession. The Cost Savings Plan includes the following amendments to the Corporations
compensation plans for its executive officers and other employees:
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a.
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Commencing in March 2009, the base salaries for the named executive
officers listed below will be reduced to the amount shown in table below (on an
annualized basis). The base salary of the Chief Operating Officer (Mr. David H.
Chafey Jr.) will be reduced by 10% and the base salaries of all other executive
officers listed below will be reduced by 7.5%.
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Base Salary
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2009
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2008
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David H. Chafey Jr.
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690,525
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767,250
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Jorge A. Junquera
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523,500
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565,950
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Félix M. Villamil
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370,000
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400,000
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Amílcar L. Jordán
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370,000
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400,000
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Brunilda Santos de Álvarez
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370,000
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400,000
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Eduardo J. Negrón
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300,625
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325,000
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The Corporation also reduced the base salaries of other senior executive officers by
7.5% and certain other officers of the Corporation by 5%, comprising a total of 73
employees. The Chief Executive Officers (CEO) base salary remains at the level
established pursuant to a voluntary reduction of 10% in 2005.
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b.
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The Board of Directors of Banco Popular de Puerto Rico approved the
amendment of the two non-contributory, defined benefit retirement plans (the
Retirement Plans) covering its employees to freeze the accrual of benefits.
Pursuant to the amendment, Retirement Plan participants will not receive any
additional credit for compensation earned and service performed after April 30,
2009 for purposes of calculating benefits under the Retirement Plans. The CEO and
all other named executive officers listed in the table above (the Executive
Officers) participate in the Retirement Plans.
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c.
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The Board of Directors of Banco Popular de Puerto Rico also approved
the amendment of the non-tax qualified benefit restoration plan to freeze the
accrual of pension benefits thereunder after April 30, 2009. No Executive Officer
participates in the non-tax qualified benefit restoration plan.
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d.
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The Board also approved an amendment to the Corporations U.S and P.R.
contributory savings plans (the Savings Plans) that are available for
substantially all the employees of the Corporation and its affiliates. Under the
Savings Plans, the Corporation made employer matching
contributions based on the specific provisions of each plan. Pursuant to the
amendment to the Savings Plans, the Corporation will not make matching contributions
on participants
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contributions to the Savings Plans commencing with the payroll of
March 20, 2009. All Executive Officers participate in the Savings Plans.
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Item 8.01 Other Events
On February 19, 2009, the Corporation announced that its Board of Directors declared on
February 19, 2009, a quarterly cash dividend of $0.02 cents per common share. The new dividend
payment rate represents a reduction of 75 percent from its previous quarterly dividend payment
rate. The dividend is payable on April 1, 2009 to the stockholders of record as of March 13, 2009.
On February 19, 2009, the Board of Directors of the Corporation also approved as part of the Cost
Savings Plan certain other cost reduction initiatives, including the elimination of certain
perquisites available to executive officers. Among these initiatives are the elimination of
country club memberships for all officers who had this benefit, the elimination of various periodic
activities for employees and the suspension of contributions (other than the matching of employee
contributions) to Fundación Banco Popular, Inc.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant had duly
caused this report to be signed on its behalf of the undersigned hereunto duly authorized.
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POPULAR, INC.
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Date: February 23, 2009
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By:
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/s/ Ileana González
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Ileana González
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Senior Vice President and Comptroller
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