FORM 8-K

 

 

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): April 27, 2016

 

 

OFG BANCORP

(Exact Name of Registrant as Specified in its Charter)

 

Commonwealth of Puerto Rico    001-12647    66-0538893
(State or other Jurisdiction of Incorporation)    (Commission File No.)   

(I.R.S. Employer

Identification No.)

Oriental Center, 15th Floor

254 Munoz Rivera Avenue

San Juan, Puerto Rico

   00918
(Address of Principal Executive Offices)    (Zip Code)
  

Registrant’s 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 filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

 

¨ 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))

 

 

 


Item 5.07. Submission of Matters to a Vote of Security Holders

At the annual meeting of shareholders of OFG Bancorp (the “Company”) held on April 27, 2016 (the “Annual Meeting”), the proposals listed below were submitted to a vote of shareholders as set forth in the Company’s definitive proxy statement (the “Proxy Statement”) for the Annual Meeting.

Proposal 1 — Election of Directors

The two nominees named in the Proxy Statement, José R. Fernández and Néstor De Jesús, were elected as directors to serve for a three-year term. The voting results with respect to each nominee were as follows:

 

Directors

   For   Withheld   Broker Non-Votes

José R. Fernández

   36,244,546   500,748   4,735,721

Néstor De Jesús

   36,357,633   387,661   4,735,721

 

Proposal 2 — Advisory Vote on Executive Compensation

 

The compensation of the Company’s named executive officers, as described in the Proxy Statement, was approved on an advisory basis. The voting results were as follows:

 

For

   Against   Abstain   Broker Non-Votes

36,115,861

   548,580   80,853   4,735,721

98.28%

   1.49%   0.22%  

Proposal 3 — Ratification of Selection of Independent Registered Public Accounting Firm

The proposal to ratify the selection of KPMG LLP as the Company’s independent registered public accountants for the year ending December 31, 2016 was approved. The voting results were as follows (there were no broker non-votes):

 

For

   Against    Abstain

41,175,328

   300,151    5,536

99.26%

   0.72%    0.01%


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.

 

    OFG BANCORP
Date: May 2, 2016     By:   /s/ Carlos O. Souffront
       

Carlos O. Souffront

General Counsel and

Secretary of the Board of Directors