POPULAR, INC.
For the period ended May 9, 2024. Filed Mar 27, 2024.
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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.
May 9, 2024 · Filed Mar 27, 2024
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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
(Amendment No. )
Filed by the Registrant ☒
Filed by a Party other than the Registrant ☐
Check the appropriate box:
| ☐ | 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 |
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Popular, Inc.
(Name of Registrant as Specified in its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
| ☒ | No fee required. |
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| ☐ | Fee paid previously with preliminary materials. |
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| ☐ | Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11. |
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Dear Shareholders:
On behalf of the Board of Directors of Popular, Inc., we cordially invite you to our 2024 Annual Meeting of Shareholders (the “Annual Meeting”), to be held on Thursday, May 9, 2024 at 9:00 a.m. (Atlantic Standard Time) at our headquarters located at Popular Center Building, Lobby Conference Hall, 209 Muñoz Rivera Avenue, San Juan, Puerto Rico.
During 2023, Popular achieved solid financial results despite a challenging environment in the banking industry and reached important milestones, including significant increases in loans, deposits, and unique customers. The Board of Directors is proud of the leadership of the management team and the dedication of all our employees, which made these results possible.
In its 130 th year of service, Popular reaffirms its commitment to promote the progress of our customers, colleagues, and communities, building long-term value for our shareholders.
This Notice of Annual Meeting and Proxy Statement contains the details of the business to be conducted during the Annual Meeting. At this year’s Annual Meeting, shareholders will be considering the election of 13 candidates to our Board of Directors for a one-year term, an advisory vote to approve executive compensation and the ratification of PricewaterhouseCoopers LLP as our independent registered public accountants for 2024.
I encourage you to read our proxy statement, annual report and other proxy materials. Whether or not you plan to participate in the Annual Meeting, we urge you to vote as soon as possible, either online, by phone or by mail. Please follow the voting instructions to ensure your shares are represented at the meeting. Your vote is important to us.
On behalf of the Board of Directors, thank you for your continued investment and support.
RICHARD L. CARRIÓN
Chairman of the Board
Popular, Inc.
Dear Shareholders:
In 2023, Popular delivered solid results despite operating in a challenging environment which included high interest rates, geopolitical disruptions and uncertainty in the banking industry. Popular was able to achieve strong earnings, robust loan growth, stable credit quality and the continued expansion of our customer base.
In 2022, we launched our broad-based multi-year, technological and business process transformation aimed at expanding our digital capabilities, modernizing our technology platform and implementing agile and efficient business processes. During 2023, we made significant progress across many of the transformation initiatives, including a review of our fees for commercial services to align to our price to value and the implementation of a simplified and faster process for the origination of commercial loans. As we continue to make progress on our transformation initiatives, we remain committed to capture growth opportunities in our primary market and existing customer base and provide an improved customer experience in a rapidly changing environment.
Popular’s diversified business model, prudent risk management, robust capital and liquidity levels, and most importantly, the talent of our employees, are sources of strength that positions Popular to continue creating sustainable value, supporting the needs of our growing customer base and positively impacting our communities.
I would like to express my gratitude and appreciation to our colleagues, senior management and the Board of Directors for their dedication, commitment and support. Each of them plays a vital role in our organization.
Last year we celebrated our 130 th anniversary and launched a new purpose statement to capture what drives us: “Putting People at the Center of Progress.” It underscores Popular’s mission to help customers reach and exceed their financial milestones, invigorate the local economies in the markets where Popular operates and promote the development and well-being of our colleagues. We firmly believe that all of these will drive long-term value for our shareholders.
With our new corporate purpose in mind, we start 2024 in a strong momentum, with the team energized and looking forward to build on our solid foundation.
On behalf of all of us, thank you for your support.
IGNACIO ALVAREZ
President and Chief Executive Officer
Popular, Inc.
Notice of Annual Meeting of Shareholders and Proxy Statement
| Date and Time | Thursday, May 9, 2024 9:00 a.m. (Atlantic Standard Time) |
| Place | Popular Center Building, Lobby Conference Hall, 209 Muñoz Rivera Avenue, San Juan, Puerto Rico |
| Record Date | March 14, 2024 |
| How to Vote | Only shareholders of record at the close of business on March 14, 2024 are entitled to notice of, and to vote at, the meeting. Each share of common stock is entitled to one vote. Your vote is important. Whether or not you plan to attend, please vote as soon as possible so that we may be assured of the presence of a quorum at the meeting. |
| In Person Attend the Annual Meeting. | |
| By Phone Call +1-800-690-6903 in the U.S. or P.R. to vote your shares. | |
| By Internet Visit www.proxyvote.com and vote online. | |
| By Mail Cast your ballot, sign your proxy card and return by free post. |
| Items of Business | • Elect 13 directors to the Board of Directors for a one-year term; |
| • Approve, on an advisory basis, the Corporation’s executive compensation; | |
| • Ratify the appointment of PricewaterhouseCoopers LLP as Popular’s independent registered public accounting firm for 2024; and | |
| • Consider such other business as may be properly brought before the meeting or any adjournments thereof. | |
| Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting of Shareholders to be held on May 9, 2024: This 2024 Proxy Statement and our Annual Report for the year ended December 31, 2023 are available free of charge at www.popular.com and www.proxyvote.com. The 2024 Proxy Statement and form of proxy card are being distributed and made available to shareholders on or about March 27, 2024. |
In San Juan, Puerto Rico, on March 27, 2024.
By Order of the Board of Directors,
Javier D. Ferrer
Corporate Secretary
209 Muñoz Rivera Avenue San Juan, Puerto Rico 00918
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