FIRST BANCORP /PR/ 8-K

What Happened

• First BanCorp (FBP) filed an 8-K disclosing results of its May 6, 2026 Annual Meeting of Stockholders. Stockholders elected nine director nominees to one-year terms and approved the First BanCorp 2026 Omnibus Incentive Plan.
• The 2026 Omnibus Incentive Plan provides for grants of stock options, SARs, restricted stock and RSUs and makes 5,000,000 shares of common stock available for issuance. The Board had previously approved the plan on March 19, 2026; the plan will be administered by the Board’s Compensation Committee. No new awards will be made under the prior 2016 Omnibus Incentive Plan.

Key Details

• Director elections: all nine nominees were elected. Broker non-votes totaled 8,016,633 shares for each director. Notable vote for one nominee: Roberto R. Herencia received 99,373,785 votes for and 36,134,938 votes against. Other directors received strong majorities (e.g., Félix M. Villamil 135,051,354 for).
• 2026 Omnibus Incentive Plan vote: 126,365,168 for, 9,200,055 against, 111,690 abstained; 8,016,633 broker non-votes.
• Advisory vote on 2025 executive compensation (say-on-pay): approved — 130,973,880 for, 4,597,065 against, 105,968 abstained.
• Auditor ratification: Crowe LLP was ratified as independent registered public accounting firm for FY 2026 — 142,700,312 for, 917,545 against, 75,689 abstained.

Why It Matters

• The approved 2026 Omnibus Incentive Plan gives First BanCorp the ability to grant equity-based compensation (up to 5,000,000 shares), which management and the board can use to retain and motivate officers, employees and directors. This may have future dilution depending on the company’s outstanding share count.
• Re-election of the board and ratification of Crowe LLP provide continuity in governance and audit oversight. The advisory approval of executive compensation signals shareholder support for the company’s 2025 pay practices.
• Investors should note the vote split on at least one director nominee (higher opposition to Roberto R. Herencia) as an indicator of some shareholder dissent on governance, though all nominees were elected.