8-K 1 form8k.htm 8-K
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 16, 2019

First BanCorp.
(Exact Name of Registrant as Specified in its Charter)

Puerto Rico
001-14793
66-0561822
(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))

 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. ☐

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

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 16, 2019, 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 2019 Annual Meeting of Stockholders filed by the Corporation with the Securities and Exchange Commission on April 5, 2019. The voting results are as follows:

Proposal 1 – Election of Directors

Director Nominees:
  
Votes For
  
Votes Against
  
Votes Abstained
Juan Acosta Reboyras
  
184,311,680
  
218,682
  
10,673
Aurelio Alemán
  
184,374,259
  
160,760
  
6,016
Luz A. Crespo
  
184,401,632
  
130,752
  
8,651
Tracey Dedrick
  
184,394,030
  
131,041
  
15,964
Daniel E. Frye
  
184,394,434
  
131,290
  
15,311
Robert T. Gormley
  
184,267,588
  
250,425
  
23,022
John A. Heffern
  
184,369,009
  
153,856
  
18,170
Roberto R. Herencia
  
182,458,883
  
2,074,333
  
7,819
Jośe Menéndez-Cortada
  
182,551,809
  
1,983,025
  
6,201

Broker Non- Vote         11,522,928          shares for each director.

Proposal 2 – Non-binding Approval of 2018 Executive Compensation of the Corporation’s named executive officers.

Votes For
  
Votes Against
  
Votes Abstained
  
Broker Non-Votes
173,937,275
  
9,741,635
  
862,125
  
11,522,928

 Proposal 3 – Ratify the Appointment of Crowe LLP as the Corporation’s Independent Registered Public Accounting Firm for 2019 Fiscal Year

Votes For
  
Votes Against
  
Votes Abstained
195,560,555
  
475,086
  
28,322

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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 17, 2019
First BanCorp
     
 
By:
/s/ Lawrence Odell
  
 
Name:
Lawrence Odell
 
Title:
EVP and General Counsel


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