UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 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): April 27, 2016
OFG BANCORP
(Exact Name of Registrant as Specified in its Charter)
| Commonwealth of Puerto Rico | 001-12647 | 66-0538893 | ||
| (State or other Jurisdiction of Incorporation) | (Commission File No.) | (I.R.S. Employer Identification No.) | ||
| Oriental Center, 15th Floor 254 Munoz Rivera Avenue San Juan, Puerto Rico |
00918 | |||
| (Address of Principal Executive Offices) | (Zip Code) | |||
Registrant’s telephone number, including area code: (787) 771-6800
(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 (see General Instruction A.2. below):
| ¨ | 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)) |
Item 5.07. Submission of Matters to a Vote of Security Holders
At the annual meeting of shareholders of OFG Bancorp (the “Company”) held on April 27, 2016 (the “Annual Meeting”), the proposals listed below were submitted to a vote of shareholders as set forth in the Company’s definitive proxy statement (the “Proxy Statement”) for the Annual Meeting.
Proposal 1 — Election of Directors
The two nominees named in the Proxy Statement, José R. Fernández and Néstor De Jesús, were elected as directors to serve for a three-year term. The voting results with respect to each nominee were as follows:
| Directors |
For | Withheld | Broker Non-Votes | |||
| José R. Fernández |
36,244,546 | 500,748 | 4,735,721 | |||
| Néstor De Jesús |
36,357,633 | 387,661 | 4,735,721 | |||
|
Proposal 2 — Advisory Vote on Executive Compensation
The compensation of the Company’s named executive officers, as described in the Proxy Statement, was approved on an advisory basis. The voting results were as follows:
| ||||||
| For |
Against | Abstain | Broker Non-Votes | |||
| 36,115,861 |
548,580 | 80,853 | 4,735,721 | |||
| 98.28% |
1.49% | 0.22% | ||||
Proposal 3 — Ratification of Selection of Independent Registered Public Accounting Firm
The proposal to ratify the selection of KPMG LLP as the Company’s independent registered public accountants for the year ending December 31, 2016 was approved. The voting results were as follows (there were no broker non-votes):
| For |
Against | Abstain | ||
| 41,175,328 |
300,151 | 5,536 | ||
| 99.26% |
0.72% | 0.01% | ||
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| OFG BANCORP | ||||||||
| Date: May 2, 2016 | By: | /s/ Carlos O. Souffront | ||||||
| Carlos O. Souffront General Counsel and Secretary of the Board of Directors | ||||||||