0001030469FALSE00010304692024-05-082024-05-08

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): May 14, 2024 (May 8, 2024)
________________
OFG BANCORP
(Exact name of registrant as specified in its charter)
________________

    Commonwealth of Puerto Rico
001-1264766-0538893
(State or other Jurisdiction of Incorporation)(Commission File Number)(IRS 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
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 classTrading Symbol(s)Name of each exchange on which registered
Common shares, par value $1.00 per shareOFGNew 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 shareholders of OFG Bancorp (the “Company”) held on May 8, 2024 (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 nominees named in the Proxy Statement were elected to serve as directors for a one-year term or until their successors are duly elected and qualified. The voting results with respect to each nominee were as follows:

DirectorsForWithheldBroker Non-Votes
José R. Fernández40,888,127709,9392,342,333
Jorge Colón Gerena41,067,200530,8662,342,333
Néstor de Jesús40,339,2211,258,8452,342,333
Annette Franqui40,570,1651,027,9012,342,333
Susan Harnett38,290,2273,307,8392,342,333
Angel Vázquez41,295,917302,1492,342,333
Rafael Vélez41,127,419470,6472,342,333

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 by a majority of the votes represented at the meeting. The voting results were as follows:

ForAgainstAbstainBroker Non-Votes
40,886,692685,10626,2682,342,333

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, 2024 was approved. The voting results were as follows (there were no broker non-votes):
ForAgainstAbstain
43,345,100534,89160,408

Item 8.01 Other Events

On May 8, 2024, upon the retirement of Julian S. Inclán as director and Chairperson of the Board, the Board of Directors appointed José R. Fernández, the Company’s CEO, as Chairperson of the Board and Néstor de Jesús as the Lead Independent Director of the Board.














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 14, 2024By:/s/ Hugh González
Name: Hugh González
Title: General Counsel

v3.24.1.1.u2
Cover page
May 08, 2024
Cover [Abstract]  
Document Type 8-K
Document Period End Date May 08, 2024
Entity Registrant Name OFG BANCORP
Entity Incorporation, State or Country Code PR
Entity File Number 001-12647
Entity Tax Identification Number 66-0538893
Entity Address, Address Line One Oriental Center
Entity Address, Address Line Two 15th Floor
Entity Address, Address Line Three 254 Munoz Rivera Avenue
Entity Address, City or Town San Juan
Entity Address, Country PR
Entity Address, Postal Zip Code 00918
City Area Code 787
Local Phone Number 771-6800
Written Communications false
Soliciting Material false
Pre-commencement Tender Offer false
Pre-commencement Issuer Tender Offer false
Title of 12(b) Security Common shares, par value $1.00 per share
Trading Symbol OFG
Security Exchange Name NYSE
Entity Emerging Growth Company false
Entity Central Index Key 0001030469
Amendment Flag false
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