Independent
Tenure on this board
16.4 yrs
11 nominees · 5 ballot items.
Elect 11 directors; amend Restated Certificate to modernize indemnification provisions; amend Restated Certificate to provide director/officer exculpation as permitted by Puerto Rico law; advisory (non-binding) approval of executive compensation; ratify PricewaterhouseCoopers LLP as independent registered public accounting firm for 2026.
Elect eleven directors to the Board of Directors for a one-year term.
Amend the Restated Certificate of Incorporation to modernize indemnification and advancement-of-expenses provisions and update related by-law clarifications.
This management proposal asks shareholders to approve an amendment to Popular’s Restated Certificate of Incorporation to modernize indemnification and expense-advancement provisions and to align the corporation’s bylaws with those changes. Management seeks shareholder approval to streamline Article TENTH to reflect market-standard procedures for determinations of indemnification eligibility, to permit more flexible advancement of legal expenses with appropriate undertakings to repay if not entitled, and to clarify the scope of indemnification and insurance consistent with Puerto Rico law. The board argues these changes align the charter with current industry practice, reduce administrative burden, allow disinterested directors or independent counsel to make indemnification determinations (including regardless of quorum), and preserve protections for prior acts. The amendment also removes outdated provisions concerning director classification that became moot after 2023. The board recommends a FOR vote, contending the amendments will enhance Popular’s ability to attract and retain qualified directors, officers and employees while maintaining procedural safeguards and not impairing substantive protections for shareholders.
Amend the Restated Certificate of Incorporation to add an exculpation provision limiting directors' and officers' personal liability to the fullest extent permitted by Puerto Rico law.
This management proposal asks shareholders to approve an amendment to Popular’s Restated Certificate of Incorporation to modernize indemnification and expense-advancement provisions and to align the corporation’s bylaws with those changes. Management seeks shareholder approval to streamline Article TENTH to reflect market-standard procedures for determinations of indemnification eligibility, to permit more flexible advancement of legal expenses with appropriate undertakings to repay if not entitled, and to clarify the scope of indemnification and insurance consistent with Puerto Rico law. The board argues these changes align the charter with current industry practice, reduce administrative burden, allow disinterested directors or independent counsel to make indemnification determinations (including regardless of quorum), and preserve protections for prior acts. The amendment also removes outdated provisions concerning director classification that became moot after 2023. The board recommends a FOR vote, contending the amendments will enhance Popular’s ability to attract and retain qualified directors, officers and employees while maintaining procedural safeguards and not impairing substantive protections for shareholders.
Non-binding, advisory 'say-on-pay' vote to approve the compensation of the named executive officers as disclosed in the proxy statement.
This management proposal seeks a non-binding advisory vote approving Popular’s executive compensation as disclosed in the CD&A and compensation tables. It is an annual 'say-on-pay' vote; management notes prior strong shareholder support (97.6% in 2025) and states the Talent and Compensation Committee will consider the vote outcome in future compensation decisions. As an advisory measure, it does not bind the Board but serves as shareholder feedback on pay practices; management recommends a FOR vote, asserting alignment with pay-for-performance, strong governance, and a compensation program designed to retain executives and promote long-term shareholder value.
Ratify the Audit Committee’s appointment of PricewaterhouseCoopers LLP as the independent registered public accounting firm for 2026.
This management proposal asks shareholders to ratify the Audit Committee’s appointment of PricewaterhouseCoopers LLP as Popular’s independent registered public accounting firm for 2026. The Audit Committee reviewed PwC’s fee arrangements and services provided in 2024 and 2025 and concluded that the services are compatible with auditor independence and pre-approved all fees. Because the appointment is not required to be ratified, a negative vote would be considered by the Audit Committee but would not automatically replace PwC. The Board recommends a FOR vote.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | VANGUARD PORTFOLIO MANAGEMENT LLC | 7.5% | 4,857,493 | $652M |
| 2 | PRICE T ROWE ASSOCIATES INC /MD/ | 6.5% | 4,212,715 | $565M |
| 3 | DIMENSIONAL FUND ADVISORS LP | 4.7% | 3,038,836 | $408M |
| 4 | VANGUARD CAPITAL MANAGEMENT LLC | 4.6% | 2,955,138 | $396M |
| 5 | AQR CAPITAL MANAGEMENT LLC | 3.9% | 2,521,081 | $336M |
| 6 | STATE STREET CORP | 2.8% | 1,796,265 | $242M |
| 7 | BlackRock, Inc. | 2.7% | 1,725,130 | $231M |
| 8 | FMR LLC | 2.5% | 1,627,140 | $218M |
| 9 | GEODE CAPITAL MANAGEMENT, LLC | 2.2% | 1,396,268 | $187M |
| 10 | BlackRock, Inc. | 1.9% | 1,223,113 | $164M |
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