FIRST BANCORP /PR/
For the period ended May 23, 2024. Filed Apr 8, 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 23, 2024 · Filed Apr 8, 2024
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
SCHEDULE 14A
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934
| ☒ | | | Filed by the Registrant |
|---|---|---|---|
| ☐ | | | Filed by a Party other than the Registrant |
| Check the appropriate box: | |||
|---|---|---|---|
| ☐ | | | Preliminary Proxy Statement |
| ☐ | | | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
| ☒ | | | Definitive Proxy Statement |
| ☐ | | | Definitive Additional Materials |
| ☐ | | | Soliciting Material Pursuant to Section 240.14a-12 |
FIRST BANCORP.
(Name of Registrant as Specified In Its Charter)
Not Applicable
(Name of Person(s) Filing Proxy Statement if other than the Registrant)
| Payment of Filing Fee (Check the appropriate box): | |||
|---|---|---|---|
| ☒ | | | No fee required. |
| ☐ | | | Fee paid previously with preliminary materials. |
| ☐ | | | Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11. |
| | | 1519 PONCE DE LEÓN AVENUE SAN JUAN, PUERTO RICO 00908 (787) 729-8200 |
NOTICE OF 2024 ANNUAL MEETING OF STOCKHOLDERS
| | | | Date Thursday, May 23, 2024 | |
|---|---|---|---|---|
| | | | Time 10:00 a.m., Atlantic Standard Time | |
| | | | On the Internet www.virtualshare holdermeeting.com/ FBP2024 | |
| | | | Record Date Close of Business March 25, 2024 | |
| | Only stockholders of record as of the close of business on March 25, 2024 are entitled to receive notice of and to vote at the Annual Meeting and any adjournments or postponements of the meeting. | |||
| | You will be able to participate in the virtual annual meeting online, vote your shares electronically, and submit questions during the meeting, and stockholders of record may view the list of registered holders entitled to vote at the Annual Meeting. You will not be able to attend the Annual Meeting in person. | |||
| | To virtually attend the Annual Meeting you must be a stockholder of record or beneficial owner as of the record date. You will be able to virtually attend and participate in the Annual Meeting by visiting www.virtualshareholdermeeting.com/FBP2024 and entering the 16-digit control number included in your proxy card. Stockholders of record will need their control number to vote at the virtual Annual Meeting. | |||
| | Those without a control number may attend as guests, but will not have the option to vote their shares or submit questions during the Annual Meeting. Beneficial owners of shares held in street name will need to follow the instructions provided by their broker, bank, trustee or other nominee that holds their shares. | |||
To the Stockholders of First BanCorp.:
NOTICE IS HEREBY GIVEN that, pursuant to a resolution of the Board of Directors (the “Board” or the “Board of Directors”) of First BanCorp. (the “Corporation”) and Article I, Section 2 of the Corporation's Amended and Restated By-laws, the 2024 Annual Meeting of Stockholders (the “Annual Meeting”) of the Corporation will be held at 10:00 a.m., Atlantic Standard Time, on Thursday, May 23, 2024, virtually atwww.virtualshareholdermeeting.com/FBP2024, for the purpose of considering and taking action on the following matters, all of which are more completely described in the accompanying proxy statement (the “Proxy Statement”):
| 1 | To elect the nine (9) directors named in the accompanying Proxy Statement; |
| 2 | To approve on a non-binding basis the 2023 compensation of First BanCorp’s named executive officers (the “NEOs”); |
| 3 | To ratify the appointment of Crowe LLP as our independent registered public accounting firm for our 2024 fiscal year; and |
| 4 | To vote on a non-binding basis on the frequency of future advisory votes on the Corporation’s executive compensation. |
In addition, we will consider and take action on such other business as may properly come before the Annual Meeting or any adjournment or postponement thereof. The Board of Directors has no knowledge of any other business to be transacted at the Annual Meeting.
We continue to use the Internet as our primary means of furnishing proxy materials to most of our stockholders, in accordance with U.S. Securities and Exchange Commission (the “SEC”) rules. Rather than sending stockholders a paper copy of our proxy materials, we are sending them a Notice of Internet Availability of Proxy Materials that contains instructions for accessing the materials and voting via the Internet. We believe this method of distribution makes the proxy distribution process more efficient, less costly and reduces our impact on the environment. The Proxy Statement, form of proxy, and our Annual Report on Form 10-K for the year ended December 31, 2023 (the “Annual Report”) (collectively, the “Proxy Materials”) are available atwww.1firstbank.com andhttps://materials.proxyvote.com/318672. Stockholders may request a copy of the Proxy Materials in printed form by following the procedures set forth in the Notice of Internet Availability of Proxy Materials, as more fully described in the Proxy Statement.
You are cordially invited to virtually attend the Annual Meeting. It is important that your shares be represented regardless of the number you own. Even if you plan to virtually attend the Annual Meeting, we urge you to vote as soon as possible in order to ensure the presence of a quorum at the meeting. You may vote via the Internet, by telephone or, if you received a paper proxy card in the mail, by mailing the completed proxy card. The instructions on the Notice of Internet Availability of Proxy Materials and on your proxy card describe how to use these convenient services. You may revoke any proxy that you give at any time prior to its exercise.
| By Order of the Board of Directors,/s/ Sara Alvarez Sara AlvarezSecretary | | | San Juan, Puerto Rico April 8, 2024 |
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The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.