8-K/A: First BanCorp to Hold Annual Say-on-Pay Votes Following Shareholder Approval

First BanCorp will continue to hold annual shareholder advisory votes on executive compensation, aligning with shareholder preference expressed at the 2024 Annual Meeting.

Summary

• This report amends a previous filing to disclose the Board of Directors' decision regarding the frequency of Say-on-Pay votes.
• At the 2024 Annual Meeting, shareholders voted in favor of holding annual Say-on-Pay votes.
• The Board has decided to follow the shareholders' preference and will hold annual Say-on-Pay votes.
• This practice will continue until the next required shareholder vote on the frequency of Say-on-Pay votes.

Sentiment

Score: 8

Explanation: The document reflects a positive alignment between management and shareholder interests, indicating good corporate governance practices. The decision was expected and there are no negative implications.

Positives

• The Board is acting in accordance with the shareholders' vote on Say-on-Pay frequency.
• The decision provides clarity and consistency regarding future Say-on-Pay votes.

Future Outlook

The Corporation will continue to hold annual Say-on-Pay votes until the next required stockholder vote on the frequency of Say-on-Pay votes.

Management Comments

• The Board determined that, consistent with the vote of the Corporations stockholders and the Boards recommendation in the Proxy Statement for the 2024 Annual Meeting, the Corporation will continue to hold future Say-on-Pay votes on an annual basis.

Industry Context

The decision to hold annual Say-on-Pay votes is consistent with corporate governance best practices and reflects a responsiveness to shareholder preferences, which is increasingly common in the financial industry.

Comparison to Industry Standards

• Many publicly traded companies, particularly in the financial sector, conduct annual Say-on-Pay votes to ensure alignment between executive compensation and shareholder interests.
• This practice is in line with the standards set by proxy advisory firms like ISS and Glass Lewis, which often recommend annual votes.
• Companies like JP Morgan Chase, Bank of America, and Citigroup also conduct annual Say-on-Pay votes, making First BanCorp's decision consistent with industry peers.

Stakeholder Impact

• Shareholders will have an annual opportunity to express their views on executive compensation.
• The decision demonstrates the Board's responsiveness to shareholder feedback.

Next Steps

• The Corporation will continue to hold annual Say-on-Pay votes.
• The next required stockholder vote on the frequency of Say-on-Pay votes will be scheduled in the future.

Key Dates

Keywords

Say-on-Pay, executive compensation, shareholder vote, annual meeting, corporate governance, proxy statement