UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549

Form 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934

Date of Report (Date of Earliest Event Reported): May 18, 2023

First BanCorp.
(Exact Name of Registrant as Specified in its Charter)

Puerto Rico
001-14793
66-0561882
(State or Other Jurisdiction of Incorporation)
(Commission File Number)
(I.R.S. Employer Identification No.)

1519 Ponce de Leon Ave.
P.O. Box 9146
San Juan, Puerto Rico
  
 
00908-0146
(Address of Principal Executive Offices)
  
(Zip Code)

(787) 729-8200
(Registrant’s Telephone Number, including Area Code)

Not applicable
(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:
 
Title of each class
Trading
Symbol(s)
Name of each exchange on which registered
Common Stock ($0.10 par value)
FBP
New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
 
Emerging growth company ☐
 
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
 
Item 5.07
Submission of Matters to a Vote of Security Holders

At the Annual Meeting of Stockholders of First BanCorp (the “Corporation”) held on May 18, 2023, stockholders of the Corporation voted on the following proposals, which are described in more detail in the Corporation’s Definitive Proxy Statement on Schedule 14A for the 2023 Annual Meeting of Stockholders filed by the Corporation with the Securities and Exchange Commission on April 5, 2023. The voting results are as follows:

Proposal 1 – Election of Directors

Director Nominees:
Votes For
  
Votes Against
  
Votes Abstained
Juan Acosta Reboyras
159,149,894
  
2,414,784
  
75,134
Aurelio Alemán
160,283,448
  
1,284,434
  
71,930
Luz A. Crespo
157,618,634
  
3,950,099
  
71,079
Tracey Dedrick
160,281,879
  
1,280,706
  
77,227
Patricia M. Eaves
158,645,063
  
2,743,458
  
251,291
Daniel E. Frye
159,442,579
  
2,121,423
  
75,810
John A. Heffern
159,435,549
  
2,121,427
  
82,836
Roberto R. Herencia
124,760,886
  
36,802,201
  
76,725
Félix M. Villamil
159,448,826
  
2,110,284
  
80,702

Broker Non- Vote      7,358,631_ shares for each director.

Proposal 2 – Non-binding Approval of 2022 Executive Compensation of the Corporation’s named executive officers

Votes For
  
Votes Against
  
Votes Abstained
  
Broker Non-Votes
155,757,430
  
5,706,322
  
176,060
  
7,358,631

Proposal 3 – Ratify the Appointment of Crowe LLP as the Corporation’s Independent Registered Public Accounting Firm for 2023 Fiscal Year

Votes For
  
Votes Against
  
Votes Abstained
168,731,199
  
186,139
  
81,105

SIGNATURE

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 hereunto duly authorized.

Date: May 23, 2023
First BanCorp.
     
 
By:
/s/ Sara Alvarez
  
 
Name:
Sara Alvarez
 
Title:
EVP and General Counsel