OFG BANCORP
For the period ended Dec 31, 2023. Filed Feb 26, 2024.
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FY2023 · Filed Feb 26, 2024
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Item 16. Form 10-K Summary
Exhibits
| Exhibit No.: | Description of Document: |
| 3.1 | Composite Certificate of Incorporation. (1) |
| 3.2 | Amended and Restated By-Laws.(2) |
| 4.1 | Description of Registrant’s Securities Registered Under Section 12 of the Securities Exchange Act of 1934, as amended (3) |
| 4.2 | Form of Common Stock Certificate (4) |
| 10.1 | Amended and Restated Change in Control Compensation Agreement dated as of July 28, 2021 between OFG and José R. Fernández.(5) |
| 10.2 | Change in Control Compensation Agreement between OFG and Ganesh Kumar (6) |
| 10.3 | Technology Outsourcing Agreement dated as of January 26, 2007, between OFG and Metavante Corporation.(7) |
| 10.4 | OFG Bancorp 2007 Omnibus Performance Incentive Plan, as amended and restated.(8) |
| 10.5 | Form of qualified stock option award and agreement (9) |
| 10.6 | Form of restricted stock award and agreement (10) |
| 10.7 | Form of restricted unit award and agreement (11) |
| 10.8 | Form of performance shares award and agreement (12) |
| 10.9 | Employment Agreement dated as of December 21, 2023 between OFG and José R. Fernández (13) |
| 10.10 | Amendment, dated as of May 31, 2018, to Technology Outsourcing Agreement between OFG and Metavante Corporation (14) |
| 10.11 | Amendment, dated as of November 30, 2020, to Technology Outsourcing Agreement between OFG and FIS.(15) |
| 10.12 | OFG Bancorp Nonqualified Deferred Compensation Plan (16) |
| 10.13 | OFG Bancorp Nonqualified Deferred Compensation Plan Adoption Agreement(17) |
| 21.1 | List of Subsidiaries |
| 23.1 | Consent of KPMG LLP |
| 31.1 | Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. |
| 31.2 | Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 |
| 32.1 | Certification of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 |
| 32.2 | Certification of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 |
| 97.1 | Incentive Compensation Recoupment Policy |
| 101.1 | The following materials from OFG’s annual report on Form 10-K for the year ended December 31, 2023, formatted in XBRL (eXtensible Business Reporting Language): (i) Consolidated Statements of Financial Condition, (ii) Consolidated Statements of Operations, (iii) Consolidated Statements of Changes in Stockholders’ Equity, (iv) Consolidated Statements of Comprehensive Income, and (v) Consolidated Statements of Cash Flow. |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
(1)Incorporated herein by reference to Exhibit 3.1 of OFG’s annual report on Form 10-K filed with the SEC on February 26, 2021.
(2)Incorporated herein by reference to Exhibit 3.2 of OFG’s current report on Form 8-K filed with the SEC on January 31, 2023.
(3)Incorporated herein by reference to Exhibit 4.1 of OFG’s annual report on Form 10-K filed with the SEC on February 25, 2022.
(4)Incorporated herein by reference to Exhibit 4.4 of OFG’s registration statement on Form S-8, as amended, filed with the SEC on October 7, 2013.
(5)Incorporated herein by reference to Exhibit 10.2 of OFG’s current report on Form 8-K filed with the SEC on July 30, 2021.
(6)Incorporated herein by reference to Exhibit 10.14 of OFG’s annual report on Form 10-K filed with the SEC on September 13, 2005.
(7)Incorporated herein by reference to Exhibit 10.23 of OFG’s annual report on Form 10-K filed with the SEC on March 28, 2007. Portions of this exhibit have been omitted pursuant to a request for confidential treatment.
(8)Incorporated herein by reference to Exhibit 4.1 of OFG’s registration statement on Form S-8 (File No. 333-276295) filed with the SEC on December 28, 2023.
(9)Incorporated herein by reference to Exhibit 10.1 of OFG’s registration statement on Form S-8 filed with the SEC on November 30, 2007.
(10)Incorporated herein by reference to Exhibit 10.2 of OFG’s registration statement on Form S-8 filed with the SEC on November 30, 2007.
(11)Incorporated herein by reference to Exhibit 10.1 of OFG’s quarterly report on Form 10-Q filed with the SEC on May 8, 2015.
(12)Incorporated herein by reference to Exhibit 10.1 of OFG’s quarterly report on Form 10-Q filed with the SEC on November 2, 2018.
(13)Incorporated herein by reference to Exhibit 10.1 of OFG’s current report on Form 8-K filed with the SEC on December 22, 2023.
(14)Incorporated herein by reference to Exhibit 10.1 of OFG’s quarterly report on Form 10-Q filed with the SEC on August 3, 2018. Portions of this exhibit have been omitted pursuant to a request for confidential treatment.
(15)Incorporated herein by reference to Exhibit 10.11 of OFG’s annual report on Form 10-K filed with the SEC on February 26, 2021. Portions of this exhibit have been omitted pursuant to Item 601(b)(10)(iv) of Regulation S-K.
(16)Incorporated herein by reference to Exhibit 4.1 of OFG’s registration statement on Form S-8 (File No. 333-276296) filed with the SEC on December 28, 2023.
(17)Incorporated herein by reference to Exhibit 4.2 of OFG’s registration statement on Form S-8 (File No. 333-276296) filed with the SEC on December 28, 2023.
SIGNATURES
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, thereunto duly authorized.
| By: | /s/ José Rafael Fernández | Dated: February 26, 2024 |
|---|---|---|
| José Rafael FernándezPresident and Chief Executive Officer | ||
| By: | /s/ Maritza Arizmendi Díaz | Dated: February 26, 2024 |
| Maritza Arizmendi DíazChief Financial Officer | ||
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant in the capacities and on the date indicated.
| By: | /s/ Julian S. Inclán | Dated: February 26, 2024 |
|---|---|---|
| Julian S. InclánChairman of the Board | ||
| By: | /s/ José Rafael Fernández | Dated: February 26, 2024 |
| José Rafael FernándezVice Chairman of the Board | ||
| By: | /s/ Jorge Colón Gerena | Dated: February 26, 2024 |
| Jorge Colón GerenaDirector | ||
| By: | /s/ Annette Franqui | Dated: February 26, 2024 |
| Annette FranquiDirector | ||
| By: | /s/ Angel Vázquez | Dated: February 26, 2024 |
| Angel VázquezDirector | ||
| By: | /s/ Néstor de Jesús | Dated: February 26, 2024 |
| Néstor de JesúsDirector | ||
| By: | /s/ Susan S. Harnett | Dated: February 26, 2024 |
| Susan S. HarnettDirector | ||
| By: | /s/ Rafael Vélez | Dated: February 26, 2024 |
| Rafael VélezDirector | ||
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