Current Report Filing (8-k)
April 28 2017 - 5:35PM
Edgar (US Regulatory)
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): April 26, 2017
OFG BANCORP
(Exact Name
of Registrant as Specified in its Charter)
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Commonwealth of Puerto Rico
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001-12647
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66-0538893
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(State or other Jurisdiction of Incorporation)
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(Commission File No.)
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(I.R.S. Employer Identification No.)
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Oriental Center, 15th Floor
254 Muñoz Rivera Avenue
San Juan, 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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Registrants telephone number, including area code: (787) 771-6800
(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 fiing obligation of the registrant under any of the following
provisions (
see
General Instruction A.2. below):
☐
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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☐
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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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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☐
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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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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.
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Submission of
Matters to a Vote of Security Holders
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At the annual meeting of shareholders of OFG
Bancorp (the Company) held on April 26, 2017 (the Annual Meeting), the proposals listed below were submitted to a vote of shareholders as set forth in the Companys definitive proxy statement (the Proxy
Statement) for the Annual Meeting.
Proposal 1 Election of Directors
The three nominees named in the Proxy Statement, Juan C. Aguayo, Rafael F. Martínez-Margarida, and Jorge Colón-Gerena, were elected as directors
to serve for a three-year term. The voting results with respect to each nominee were as follows:
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Directors
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For
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Withheld
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Broker Non-Votes
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Juan C. Aguayo
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35,644,692
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2,631,336
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2,387,415
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Rafael F. Martínez-Margarida
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37,387,013
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889,014
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2,387,415
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Jorge Colón-Gerena
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36,110,269
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2,165,758
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2,387,415
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Proposal 2 Advisory Vote on Executive Compensation
The compensation of the Companys named executive officers, as described in the Proxy Statement, was approved on an advisory basis. The voting results and
the percent of the votes cast represented by such shares were as follows:
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For
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Against
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Abstain
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Broker Non-Votes
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36,627,603
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1,627,248
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21,176
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2,387,415
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95.69%
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4.25%
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0.05%
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Proposal 3 Advisory Vote on the Frequency of the Vote on Executive Compensation
With respect to the advisory vote on whether the shareholder advisory vote on the compensation of the Companys named executive officers should occur
every one, two, or three years, the choice of one year obtained a majority of the votes cast. The voting results and the percent of the votes cast represented by such shares were as follows:
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1 year
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2 years
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3 years
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Abstain
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28,241,549
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3,814
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9,958,238
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72,426
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73.78%
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0.00%
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26.01%
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0.18%
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Proposal 4 Ratification of Selection of Independent Registered Public Accounting Firm
The proposal to ratify the selection of KPMG LLP as the Companys independent registered public accountants for the year ending December 31, 2017 was
approved. The voting results and the percent of the votes cast represented by such shares were as follows (there were no broker non-votes):
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For
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Against
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Abstain
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40,378,789
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271,680
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12,973
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99.29%
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0.66%
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0.03%
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf by the undersigned
hereunto duly authorized.
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OFG BANCORP
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Date:
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April 28, 2017
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By:
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/s/ Carlos O. Souffront
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Carlos O. Souffront
General Counsel and
Secretary of the Board of Directors
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