FOREIGN TRADE BANK OF LATIN AMERICA, INC.
For the period ended Dec 31, 2025. Filed Mar 19, 2026.
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Dec 31, 2025 · Filed Mar 19, 2026
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6-K 1 proxy2026-englishversion_t.htm 6-K
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE
SECURITIES EXCHANGE ACT OF 1934
For the month of March, 2026
Commission File Number 1-11414
BANCO LATINOAMERICANO DE COMERCIO EXTERIOR, S.A.
(Exact name of Registrant as specified in its Charter)
FOREIGN TRADE BANK OF LATIN AMERICA, INC.
(Translation of Registrant’s name into English)
Business Park Torre V, Ave. La Rotonda, Costa del Este
P.O. Box 0819-08730
Panama City, Republic of Panama
(Address of Principal Executive Office)
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.
Form 20-Fx Form 40-Fo
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.
| FOREIGN TRADE BANK OF LATIN AMERICA, INC. | ||
| (Registrant) | ||
| Date: March 19, 2026 | By: | /s/ Annette van Hoorde de Solís |
|---|---|---|
| Name: | Annette van Hoorde de Solís | |
| Title: | Chief Financial Officer | |
Street address: Torre V, Business Park, Avenida La Rotonda, Urbanización Costa del Este Mailing address: P.O. Box 0819-08730Panama City, Republic of Panama
Dear Shareholder:
You are cordially invited to attend the 2026 Annual Meeting of Shareholders (the “Annual Meeting”) of Banco Latinoamericano de
Comercio Exterior, S.A. (hereinafter called “Bladex” or “the Bank”) the meeting will be held virtually via
www.virtualshareholdermeeting.com/BLX2026, on Tuesday April 21, 2026 at 11:30 a.m. (Panama time).
At the Annual Meeting, shareholders of all classes will be asked to vote:
| 1 | to approve the Bank’s audited consolidated financial statements for the fiscal year ended December 31, 2025 (Proposal 1); |
| 2 | to ratify the appointment of KPMG (“KPMG”) as the Bank’s independent registered public accounting firm for the fiscal year ending December 31, 2026 (Proposal 2); |
| 3 | to elect three directors (two directors to represent the holders of Class A Shares of the Bank’s common stock (“Class A Director”) and one director to represent the holders of the Class E shares of the Bank´s common stock (“Class E Directors”)), each to serve a three-year term (Proposal 3); |
| 4 | to approve, on an advisory basis, the compensation of the Bank’s executive officers (Proposal 4); |
| 5 | to amend Article 1 of the Bank’s Articles of Incorporation to change the name of the Bank from Banco Latinoamericano de Comercio Exterior, S.A. to Bladex, Inc. (Proposal 5); and, |
| 6 | to transact such other business as may properly come before the Annual Meeting. |
Proposals 1, 2, 3, 4 and 5 are more fully described in the attached Proxy Statement. Also attached are a Notice of the Annual
Meeting and a proxy card. Copies of the Bank’s audited consolidated financial statements for the fiscal year ended December 31,
2025, may be obtained by writing to Mr. Carlos Raad at Torre V, Business Park, Avenida La Rotonda, Urbanización Costa del
Este, P.O. Box 0819-08730, Panama City, Republic of Panama, or by visiting the “Investor Relations” section of the Bank’s
website at https://www.bladex.com/en/investors.
Important notice to beneficial shareholders of Class E shares who hold their shares through a broker rather than directly
in their own name: In accordance with the New York Stock Exchange (“NYSE”) rules, your broker will not be able to vote your
shares with respect to any non-routine matters (including the election of directors) if you have not given your broker specific
instructions to do so. There are five non-routine matters to be voted on at the Annual Meeting: (1) the approval of the audited
consolidated financial statements for the fiscal year ended December 31, 2025, (2) the ratification of the appointment of our
independent registered public accounting firm for the fiscal year ending December 31, 2026, (3) the election of directors (4) the
advisory vote on executive compensation and (5) to amend Article 1 of the Bank’s Articles of Incorporation to change the name of
the Bank from Banco Latinoamericano de Comercio Exterior, S.A. to Bladex, Inc.
Note to Shareholders
A broker or other nominee cannot vote without instructions from the beneficial owner on non-routine matters, and therefore broker
non-votes may exist in connection with such proposals. Most of our outstanding shares are held in this manner, so it is important
that you submit a vote. We strongly encourage all shareholders to vote. Please vote as soon as possible.
To ensure that you are properly represented at the Annual Meeting as a shareholder, we ask that you please read and complete
the enclosed materials promptly, and that you duly sign and date the proxy card with your vote. All shareholders shall have the
option to use the Internet, telephone, or mail to vote their proxy in accordance with the instructions provided in their proxy cards.
The Board of Directors of the Bank (the “Board”) recommends that you vote FOR the proposals as set forth in the proxy
card. Your vote and support are important to the Bank.
On behalf of the Board, we thank you for your cooperation and continued support, and look forward to your attendance at the
Annual Meeting on Tuesday, April 21, 2026.
Sincerely,
Miguel Heras
Chairman of the Board
To ensure that you are properly represented at the Annual Meeting as a shareholder, we
ask that you please read and complete the enclosed materials promptly, and that you duly
sign and date the proxy card with your vote. All shareholders shall have the option to use
the Internet, telephone, or mail to vote their proxy in accordance with the instructions
provided in their proxy cards.
| Bladex | 2026 Proxy Statement | i |
|---|
Notice of 2026 Annual Meeting of Shareholders To be held on April 21, 2026
NOTICE IS HEREBY GIVEN to all holders of the issued and outstanding shares of
common stock of Banco Latinoamericano de Comercio Exterior, S.A., a banking
institution incorporated in accordance with the laws of the Republic of Panama
(hereinafter called “Bladex” or the “Bank”), as of the record date set forth below,
that the 2026 Annual Meeting of Shareholders (such meeting, including any
postponements or adjournments thereof, hereinafter referred to as the “Annual
Meeting”) of the Bank will be held virtually via www.virtualshareholdermeeting.com/
BLX2026, on Tuesday, April 21, 2026 at 11:30 a.m. (Panama time).
The Annual Meeting has been called for the
following purposes:
| 1 | to approve the Bank’s audited consolidated financial statements for the fiscal year ended December 31, 2025 (Proposal 1); |
| 2 | to ratify the appointment of KPMG (“KPMG”) as the Bank’s independent registered public accounting firm for the fiscal year ending December 31, 2026 (Proposal 2); |
| 3 | to elect three directors (two directors to represent the holders of Class A Shares of the Bank’s common stock (“Class A Director”) and one director to represent the holders of the Class E shares of the Bank´s common stock (“Class E Directors”)), each to serve a three-year term (Proposal 3); |
| 4 | to approve, on an advisory basis, the compensation of the Bank’s executive officers (Proposal 4); |
| 5 | to amend Article 1 of the Bank’s Articles of Incorporation to change the name of the Bank from Banco Latinoamericano de Comercio Exterior, S.A. to Bladex, Inc. (Proposal 5); and, |
| 6 | to transact such other business as may properly come before the Annual Meeting. |
The Board has fixed the close of business on March 16, 2026 as the record date
for determining shareholders entitled to notice of, and to vote at, the Annual
Meeting. The presence (in person or by proxy) of holders representing at least one
half (½) of the total issued and outstanding shares of all classes of the Bank’s
common stock, plus one additional share of the Bank’s common stock, is
necessary to constitute a quorum at the Annual Meeting generally. In addition, the
presence (in person or by proxy) of holders representing at least one half (½) of the
issued and outstanding shares of each class of the Bank’s common stock electing
directors at the Annual Meeting, plus one additional share, of each such class is
necessary to constitute a quorum at the Annual Meeting for the purpose of electing
directors of such class.
Meeting Details
Time11:30 a.m. (Panama Time)
Locationthe 2026 Annual Meeting of Shareholders will be held virtually via: www.virtualshareholdermeeting.com/BLX2026
The Board has fixed
the close of business on
March 16, 2026 as the
record datefor determining
shareholders entitled to
notice of, and tovote
at, the Annual Meeting.
| ii | 2026 Proxy Statement | Bladex |
|---|
Notice of Annual Meeting
If a quorum is not attained at the Annual Meeting scheduled to be held on Tuesday, April 21, 2026, at 11:30 a.m. (Panama time),
then a second meeting will be held at 11:30 a.m. (Panama time) on Wednesday, April 22, 2026. At such second meeting, a
quorum at the Annual Meeting generally will be constituted by the shareholders present (in person or by proxy) at such meeting;
and for the purpose of electing directors, a quorum will be constituted by the shareholders of each separate class of shares
present (in person or by proxy) at such meeting.
Shareholders are requested to complete, date and sign the enclosed proxy card and return it promptly in the envelope provided.
Shareholders shall have the option to use the Internet, telephone or mail to vote their proxy in accordance with the instructions
provided in their proxy cards. If shareholders attend the Annual Meeting, they may revoke their proxies and vote in person if they
so desire, even if they have previously mailed their proxy cards.
The enclosed proxy card is being solicited by the Board. Each Proposal and the instructions for voting, in person or by proxy, are
more fully described in the attached Proxy Statement.
By Order of the Board of Directors,
Jorge Luis Real
Secretary
YOUR VOTE IS IMPORTANT TO US. Whether or not you plan to participate in our annual
meeting, we hope you will vote as soon as possible. Voting now at www.proxyvote.com will
ensure your representation at the annual meeting regardless of whether you participate. If you
have already voted, there is no need to vote again unless you wish to change your vote.
| Bladex | 2026 Proxy Statement | iii |
|---|
Table of Contents 2026 Proxy Statement
| Proxy Summary | 1 | Meeting Details |
| 1 | Voting Matters | |
| 2 | Director Nominees | |
| 2 | Business Highlights | |
| 3 | Director Skills Matrix | |
| 3 | Demographics of the Board | |
| Proxy Statement | 5 | Solicitation |
| 5 | Voting, Outstanding Shares and Quorum | |
| 6 | Shares | |
| Proposals to be Voted On | 8 | Proposal 1 — To Approve the Bank’s Audited Consolidated Financial Statements |
| 9 | Proposal 2 — To Ratify the Appointment of KPMG as the Bank’s Independent Registered Public Accounting Firm | |
| 10 | Proposal 3 — Election of Directors | |
| 12 | Proposal 4 — To Approve, on an Advisory Basis, the Compensation of the Bank’s Executive Officers | |
| 13 | Proposal 5 — To Amend Article 1 of the Bank’s Articles of Incorporation to Change the Name of the Bank From Banco Latinoamericano De Comercio Exterior, S.A. to Bladex, Inc. |
| Information Regarding the Board, Committees, NEOs and Executive Officers of the Bank | 14 | Information Regarding Directors |
| 22 | Information Regarding Non-Executive Officers of the Board (“Dignatarios”) | |
| 22 | Board Leadership Structure | |
| 22 | Director Education | |
| 23 | Director Nomination Process | |
| 24 | Meetings of the Board and Committees | |
| 29 | Executive Officers | |
| 32 | Compensation of Executive Officers and Directors | |
| Corporate Governance | 36 | Corporate Governance Practices |
| 36 | Transactions with Related Persons | |
| 37 | ESG | |
| Audit Committee Report | 43 | Report of the Audit Committee |
| Shareholders Proposals for 2026 Annual Meeting | 44 | Information on Shareholder Proposals |
| Other Matters | 45 | Other Matters |
| Annex A | 46 | Annex A |
| Bladex | 2026 Proxy Statement | 1 |
|---|
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