- Additional Proxy Soliciting Materials (definitive) (DEFA14A)
March 19 2010 - 3:41PM
Edgar (US Regulatory)
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14A
PROXY STATEMENT
PURSUANT TO SECTION 14(A) OF THE
SECURITIES EXCHANGE ACT OF 1934
Filed by the Registrant
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Filed by a Party other than the Registrant
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Check the appropriate box:
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Preliminary Proxy Statement
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Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
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Definitive Proxy Statement
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Definitive Additional Materials
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Soliciting Material Pursuant to §240.14a-12
Popular,
Inc.
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
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Payment of Filing Fee (Check the appropriate box):
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No fee required.
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Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
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(1
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Title of each class of securities to which transaction applies:
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(2
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Aggregate number of securities to which transaction applies:
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(3
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Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which
the filing fee is calculated and state how it was determined):
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(4
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Proposed maximum aggregate value of transaction:
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(5
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Total fee paid:
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o
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Fee paid previously with preliminary materials.
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Check box if any part of the fee is offset as
provided by Exchange Act Rule 0-11(a)(2) and
identify the filing for which the offsetting fee was
paid previously.
Identify the previous filing by
registration statement number, or the Form or
Schedule and the date of its filing.
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(1
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Amount Previously Paid:
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(2
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Form, Schedule or Registration Statement No:
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(3
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Filing Party:
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(4
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Date Filed:
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Explanatory Note:
Popular, Inc.
(the Corporation) is filing the attached revised proxy card
solely to correct Item 3 of the proxy card which relates to the proposed amendment to the Restated
Certificate of Incorporation of the Corporation to increase the authorized number of shares of
common stock. The current amount of authorized shares of common stock and the proposed increase
were incorrectly stated in the previously filed proxy card. The proposed increase in authorized
shares of common stock is from 700,000,000 to 1,700,000,000.
C/O PROXY SERVICES
P.O. BOX 9142
FARMINGDALE, NY 11735-9544
IF YOU WISH TO VOTE BY TELEPHONE, INTERNET OR
MAIL, PLEASE READ THE INSTRUCTIONS BELOW.
Popular, Inc. encourages you to take advantage of the
convenient ways to vote for matters to be covered at
the 2010 Annual Meeting of Stockholders. Please take
the opportunity to use one of the three voting methods outlined below to cast your ballot.
VOTE
BY PHONE - 1-800-690-6903
Use any touch-tone telephone to transmit your voting
instructions up until 11:59 P.M. Eastern Time the day
before the meeting date. Have your proxy card in hand
when you call and follow the simple instructions the
Vote Voice provides you.
VOTE
BY INTERNET -
www.proxyvote.com
Use the Internet to transmit your voting instructions
and for electronic delivery of information up until
11:59 P.M. Eastern Time the day before the meeting
date. Have your proxy card in hand when you access
the web site and follow the instructions to obtain
your records and to create an electronic voting
instruction form.
VOTE BY MAIL
Please mark, sign, date and return this proxy card
promptly using the enclosed postage prepaid envelope.
No postage is required if mailed in the United
States, Puerto Rico or the U.S. Virgin Islands.
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PLEASE SIGN, DATE AND RETURN THIS PROXY CARD PROMPTLY USING THE
ENCLOSED ENVELOPE.
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TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS:
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M20946-Z52274,
Z52275
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KEEP THIS PORTION FOR YOUR RECORDS
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THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED.
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DETACH AND RETURN THIS PORTION ONLY
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NOTICE OF ANNUAL MEETING OF
STOCKHOLDERS
To Be Held on Tuesday, May 4, 2010
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To the Stockholders of Popular, Inc.:
NOTICE IS HEREBY GIVEN that the Annual Meeting of Stockholders of Popular, Inc. (the
Corporation) for the year 2010 will be held at 9:00 a.m., local time, on Tuesday, May 4, 2010, on
the third floor of the Centro Europa Building, 1492 Ponce de León Avenue, in San Juan, Puerto Rico
(the Meeting), to consider and act upon the following matters:
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(1)
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To elect three directors of the Corporation for a
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three-year term:
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For
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Against
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1a. Michael T. Masin
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1b. Manuel Morales Jr.
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1c. José R. Vizcarrondo
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To elect two directors of the Corporation for a
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For
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Against
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two-year term:
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1d. Alejandro M. Ballester
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1e. Carlos A. Unanue
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This Proxy, when properly executed, will be voted
in the manner directed herein by the undersigned
stockholder. IF NO DIRECTION IS MADE, THIS PROXY WILL
BE VOTED FOR ALL ITEMS IDENTIFIED ABOVE.
PLEASE SIGN AS YOUR NAME APPEARS ON THIS FORM. IF
SHARES ARE HELD JOINTLY, ALL OWNERS SHOULD SIGN.
CORPORATION PROXIES SHOULD BE SIGNED BY AN AUTHORIZED
OFFICER. EXECUTORS, ADMINISTRATORS, TRUSTEES, ETC.
SHOULD SO INDICATE WHEN SIGNING.
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For
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Against
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Abstain
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(2)
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To amend Article Fifth of the
Restated Certificate of Incorporation to
eliminate the provision that the amount
of authorized capital stock of any class
or classes of the Corporation may be
increased or decreased by the affirmative
vote of the holders of a majority of
stock of the Corporation entitled to
vote.
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(3)
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To amend Article Fifth of the
Restated Certificate of Incorporation of
the Corporation to increase the
authorized number of shares of common
stock, par value $0.01 per share, from
700,000,000 to 1,700,000,000.
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(4)
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To provide an advisory vote
related to the Corporations executive
compensation program.
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(5)
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To ratify the selection of
PricewaterhouseCoopers LLP as the
independent registered public accounting
firm of the Corporation for 2010.
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(6)
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To approve the adjournment or
postponement of the Meeting, if necessary
or appropriate, to solicit additional
proxies, in the event there are not
sufficient votes at the time of the
Meeting to approve the proposals set
forth in Item 2 or Item 3.
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o
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Such other business as may properly come
before the Meeting or any adjournment
thereof.
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Signature [PLEASE SIGN WITHIN BOX]
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Date
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Signature (Joint Owners)
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Date
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Important Notice Regarding Internet Availability of Proxy Materials for the Annual Meeting:
The 2010 Notice and Proxy Statement, 10K/Annual Report Wrap and Letter are available at www.proxyvote.com.
M20947-Z52274,
Z52275
This Proxy is Solicited on Behalf of the Board of Directors.
The undersigned hereby appoints Richard L. Carrión, Jorge A. Junquera and David H. Chafey Jr.
or any one or more of them as proxies, each with the power to appoint his substitute, and
authorizes them to represent and to vote as designated on the reverse side all the shares of common
stock of Popular, Inc. held of record by the undersigned on March 5, 2010, at the Annual Meeting of
Stockholders to be held at the Centro Europa Building, 1492 Ponce de León Avenue, Third Floor, San
Juan, Puerto Rico, on May 4, 2010, at 9:00 a.m., local time, or at any adjournments thereof. The
proxies are further authorized to vote such shares upon any other business that may properly come
before the Meeting or any adjournments thereof.
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