OFG BANCORP

Regulatory Filings • Apr 29, 2014

8-K 1 ofg8k2014423.htm FORM 8-K HTML PUBLIC "-//W3C//DTD HTML 4.01//EN" "http://www.w3.org/TR/html4/strict.dtd"

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 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): April 23, 2014

OFG BANCORP

(Exact Name of Registrant as Specified in its Charter)

| Commonwealth
of Puerto Rico | 001-12647 | 66-0538893 |
| --- | --- | --- |
| (State
or other Jurisdiction of Incorporation) | (Commission
File No.) | (I.R.S.
Employer Identification No.) |
| Oriental
Center, 15 th Floor | | |
| 254 Muñoz
Rivera Avenue | | |
| San Juan,
Puerto Rico | 00918 | |
| (Address
of Principal Executive Offices) | (Zip
Code) | |

Registrant’s telephone number, including area code: (787) 771-6800

---

(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 ( see General Instruction A.2. below):

[ ] 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))

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 April 23, 2014 (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 three nominees named in the Proxy Statement, Juan C. Aguayo, Rafael F. Martínez and Francisco Arriví, were elected as directors. The voting results with respect to each nominee and the percent of the shares voted were as follows (there were no broker non-votes):

Directors	For	%	Withheld	%
Juan C. Aguayo	35,984,580	98.06	711,406	1.94
Rafael F. Martínez	35,614,521	97.05	1,081,465	2.95
Francisco Arriví	35,701,752	97.29	994,264	2.71

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. The voting results and the percent of the shares voted were as follows (there were no broker non-votes):

For	%	Against	%	Abstain	%
35,929,899	97.91	618,429	1.68%	147,658	0.40

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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: April 29, 2014 By: /s/ Carlos O. Souffront

Carlos O. Souffront

General Counsel and

Secretary of the Board of Directors

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