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 20, 2022

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))
 
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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. ☐graphic
 

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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 20, 2022, 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 2022 Annual Meeting of Stockholders filed by the Corporation with the Securities and Exchange Commission on April 5, 2022. The voting results are as follows:

Proposal 1 – Election of Directors

Director Nominees:
Votes For

Votes Against
 
Votes Abstained
Juan Acosta Reboyras
174,703,817
  919,956
 
129,612
Aurelio Alemán
174,856,073
  767,496
 
129,816
Luz A. Crespo
169,592,141
   3,699,270  
2,461,974
Tracey Dedrick
174,849,907
   771,722  
131,756
Patricia M. Eaves
172,400,147
   3,223,994  
129,244
Daniel E. Frye
174,858,647
   764,502  
130,236
John A. Heffern
174,858,378
   764,586  
130,421
Roberto R. Herencia
112,927,610
   61,480,464  
1,345,311
Félix M. Villamil
174,868,657
  754,904
 
129,824

Broker Non- Vote         8,381,037           shares for each director.

Proposal 2 – Non-binding Approval of 2021 Executive Compensation of the Corporation’s named executive officers

Votes For

Votes Against

Votes Abstained

Broker Non-Votes
 
 
 
 
168,654,641

6,502,428

596,316

8,381,037

Proposal 3 – Ratify the Appointment of Crowe LLP as the Corporation’s Independent Registered Public Accounting Firm for 2022 Fiscal Year

Votes For

Votes Against

Votes Abstained
 
 
 
183,647,846

355,392

131,184

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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, 2022
First BanCorp.
   
 
By:
/s/ Sara Alvarez
 
Name:
Sara Alvarez
 
Title:
EVP and General Counsel


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