POPULAR, INC.
For the period ended May 8, 2025. Filed Mar 25, 2025.
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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 8, 2025 · Filed Mar 25, 2025
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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)
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| ☒ | 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 2025 Annual Meeting of Shareholders (the “Annual Meeting”), to be held on Thursday, May 8, 2025 at 9:00 a.m. (Atlantic Standard Time) at our headquarters located at Popular Center Building, PH floor, 209 Muñoz Rivera Avenue, San Juan, Puerto Rico.
During 2024, Popular achieved strong results demonstrated by higher net income, loan growth, stable credit quality and strong capital levels. The Corporation also continued returning capital to shareholders and making progress in its multi-year transformation. The Board of Directors recognizes the steadfast leadership of the senior management team and the commitment of all our employees for the attainment of these results. We look forward to opportunities ahead as we remain committed to Popular’s long-term success.
In 2024, we welcomed Bertil E. Chappuis as a member of the Board. Bertil brings extensive experience in organizational transformations, a deep understanding of the impact of technology on organizations and financial markets and a thorough understanding of Puerto Rico’s economic and social context.
The Board would also like to express our gratitude and appreciation to John W. Diercksen, who will retire this year as a member of the Board after reaching the director mandatory retirement age. John has been a member of the Board since 2013 and became our Lead Independent Director in 2020. We will certainly miss John and wish him all the best in the future.
On behalf of everyone at Popular, I would also like to extend a special thank you to Ignacio Alvarez, who will retire as the CEO of Popular on June 30, 2025. Ignacio joined Popular in 2010, when I was CEO, at a very challenging time for our organization and the financial industry. His counsel and support were invaluable and his highly strategic and collaborative approach quickly set him apart as a great leader. We wish him the best in his well-deserved retirement.
Meanwhile, we look forward to continue working with Javier D. Ferrer as the newly appointed CEO of Popular, effective July 1, 2025. Javier has assumed increasing responsibilities in key leadership positions, demonstrating that he has the experience and vision to lead Popular as the new CEO and ensure the organization’s continued success.
This Notice of Annual Meeting and Proxy Statement contains the details of the business to be conducted during the 2025 Annual Meeting. At this year’s meeting, shareholders will be considering the election of 11 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 2025. 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. CARRIÓNChairman of the Board of DirectorsPopular, Inc.
DEAR SHAREHOLDERS:
2024 was a strong year for Popular, driven by positive earnings, healthy loan growth, stable credit quality and the successful execution of our capital actions. Our accomplishments during 2024 reflect the effort of approximately 9,200 talented and committed employees that demonstrate their unwavering commitment to all our stakeholders. Their dedication is the driving force behind Popular’s achievements.
During 2024, we continued to make significant progress in our Transformation, which is already generating tangible results in the modernization of our customer channels and the enhancement of our customers’ experience. As the pace of our Transformation accelerates, we continue unlocking benefits and growth opportunities to better serve our clients.
We remain committed to our renewed corporate purpose “Putting People at the Center of Progress”, which entails meeting the rapidly changing needs of our customers, providing our colleagues a workplace where they can thrive, promoting progress in the communities we serve and generating sustainable value for our shareholders. We enter 2025 on a strong footing and optimistic about Popular’s prospects for the year.
As recently announced, after 15 very rewarding years at Popular and careful thought and consideration, I have decided to retire as CEO of Popular effective June 30, 2025. Popular is a special institution and leading it has been a privilege and the opportunity of a lifetime. I am grateful for our successes as well as the challenges we faced, as they both demonstrate the talent, resolve and heart of this organization. I would like to thank our Board and colleagues, as well as our customers and shareholders, for their trust and support, which have made this journey a truly exceptional one.
I remain confident about Popular’s strength and future path and believe it is the right time for Javier D. Ferrer to become Popular’s new CEO. I am especially grateful to Javier for his friendship and partnership for more than 30 years. Javier is a talented leader who cultivates a collaborative, high-performance culture. He will bring new energy while ensuring a smooth transition into the CEO role. I firmly believe Popular’s best days are ahead, and I am positive that Javier will lead us to even greater successes.
On behalf of all of us, thank you for your support. IGNACIO ALVAREZChief Executive OfficerPopular, Inc.
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS AND PROXY STATEMENT
| DATE AND TIME | Thursday, May 8, 2025 9:00 a.m. (Atlantic Standard Time) |
| PLACE | Popular Center Building, PH Floor, 209 Muñoz Rivera Avenue, San Juan, Puerto Rico |
| RECORD DATE | March 11, 2025 |
| HOW TO VOTE | Only shareholders of record at the close of business on March 11, 2025 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 eleven 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 2025; 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 8, 2025: This 2025 Proxy Statement and our Annual Report for the year ended December 31, 2024 are available free of charge at www.popular.com and www.proxyvote.com. The 2025 Proxy Statement and form of proxy card are being distributed and made available to shareholders on or about March 25, 2025. |
In San Juan, Puerto Rico, on March 25, 2025.By Order of the Board of Directors,José R. Coleman TióCorporate SecretaryPopular, Inc.
209 Muñoz Rivera Avenue San Juan, Puerto Rico 00918
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.