POPULAR, INC. 8-K

What Happened

• On May 8, 2026, Popular, Inc. held its Annual Meeting of Shareholders and shareholders approved amendments to the company’s Restated Certificate of Incorporation to modernize indemnification provisions, add director and officer exculpation to the fullest extent permitted by Puerto Rico law, and remove obsolete language related to pre-2023 director election procedures.
• The Board had conditionally adopted Amended and Restated By-Laws to align with the indemnification changes; those A&R By-laws became effective immediately upon shareholder approval. The Restated Certificate of Incorporation reflecting the amendments was filed with the Puerto Rico Department of State on May 8, 2026.

Key Details

• Eleven directors were re-elected for one-year terms at the Annual Meeting. (Vote tallies were in the 50–53 million "For" range for each director, with broker non-votes of 5,089,863.)
• Proposal 2 (modernize indemnification): 53,300,390 For; 445,388 Against; 103,423 Abstain; 5,089,863 Broker non-votes.
• Proposal 3 (director/officer exculpation): 52,420,078 For; 1,300,677 Against; 128,446 Abstain; 5,089,863 Broker non-votes.
• Advisory "say-on-pay" (Proposal 4) approved: 52,332,053 For; 1,330,334 Against; 186,814 Abstain; 5,089,863 Broker non-votes. Proposal 5 ratified PwC as auditor: 56,946,975 For; 1,904,232 Against; 87,857 Abstain.
• The updated Restated Certificate of Incorporation and the A&R By-Laws are filed as exhibits to the 8-K.

Why It Matters

• The charter and bylaw changes strengthen and clarify legal protections and risk allocation for directors and officers (indemnification and exculpation), which can affect corporate governance and potential litigation exposure.
• Shareholder approval by decisive vote levels signals support for management’s governance proposals and preserves the Board’s current, annually elected structure. The auditor ratification and say-on-pay approval are routine governance outcomes investors watch for continuity and oversight.