--- schema_version: "secwatch.filing_event.v1" accession: "0001030469-23-000018" form_type: "8-K" ticker: "OFG" cik: "0001030469" company_name: "OFG BANCORP" filed_at: "2023-05-02T23:59:59+00:00" generated_at: "2026-06-16T02:27:12.396473+00:00" event_type: "leadership" sentiment: "neutral" materiality_score: 0.3 calibrated_materiality_score: 0.3 confidence: "high" source: SEC EDGAR --- # OFG Bancorp elects Angel Vázquez to board; annual meeting results ## Summary - Angel Vázquez, President of Pan Pepin, elected to OFG board effective April 26, 2023; appointed to Audit and Risk/Compliance committees. - No arrangement or related-party transaction exceeding $120,000 between Vázquez and OFG. - All 7 director nominees elected at April 26 annual meeting; Julian Inclán received 40.3M for votes, 1.3M withheld. - Advisory vote on executive compensation approved (40.9M for, 712K against); shareholders selected one-year frequency for future votes. - Shareholders approved amendment to 2007 Omnibus Performance Incentive Plan and ratified KPMG as auditor for 2023. ## SEC filing metadata - accession: 0001030469-23-000018 - form_type: 8-K - ticker: OFG - cik: 0001030469 - company_name: OFG BANCORP - filed_at: 2023-05-02T23:59:59+00:00 - event_type: leadership - sentiment: neutral - materiality_score: 0.3 - calibrated_materiality_score: 0.3 - confidence: high - sec_items: 5.02, 5.07 - EDGAR index: https://www.sec.gov/Archives/edgar/data/1030469/000103046923000018/0001030469-23-000018-index.htm - EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1030469/000103046923000018/ofg-20230426.htm ## Machine-readable alternates - HTML: https://secwatch.observer/filing/0001030469-23-000018 - JSON: https://secwatch.observer/filing/0001030469-23-000018.json - Plain text: https://secwatch.observer/filing/0001030469-23-000018.txt ## Key facts - Executive change Angel Vázquez was elected as Director at OFG BANCORP. - Action: elected - Role: Director source text: On April 26, 2023, the Board elected Angel Vázquez to the Board of Directors effective immediately. evidence_url: https://www.sec.gov/Archives/edgar/data/1030469/000103046923000018/0001030469-23-000018-index.htm - Shareholder Votes OFG BANCORP shareholders approved Election of seven directors for a one-year term at the 2023-04-26 meeting. - Proposal: director election - Outcome: passed - Meeting: 2023-04-26 source text: The voting results with respect to each nominee were as follows: Directors For Withheld Broker Non-Votes Julian S. Inclán 40,303,200 1,300,713 2,613,582 José R. Fernández 41,462,638 141,275 2,613,582 Jorge Colón Gerena 41,395,553 208,360 2,613,582 Néstor de Jesús 40,740,181 863,732 2,613,582 Annette Franqui 41,439,951 163,962 2,613,582 Susan Harnett 37,362,796 4,241,117 2,613,582 Rafael Vélez 41,419,998 183,915 2,613,582 evidence_url: https://www.sec.gov/Archives/edgar/data/1030469/000103046923000018/0001030469-23-000018-index.htm - Shareholder Votes OFG BANCORP shareholders approved Advisory vote on executive compensation at the 2023-04-26 meeting. - Proposal: say on pay - Outcome: passed - Meeting: 2023-04-26 source text: 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: For Against Abstain Broker Non-Votes 40,875,764 712,287 15,862 2,613,582 evidence_url: https://www.sec.gov/Archives/edgar/data/1030469/000103046923000018/0001030469-23-000018-index.htm - Shareholder Votes OFG BANCORP shareholders approved Ratification of selection of KPMG LLP as independent registered public accounting firm at the 2023-04-26 meeting. - Proposal: auditor ratification - Outcome: passed - Meeting: 2023-04-26 source text: Proposal 5 – 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, 2023 was approved. The voting results were as follows (there were no broker non-votes): For Against Abstain 43,680,667 534,081 2,747 evidence_url: https://www.sec.gov/Archives/edgar/data/1030469/000103046923000018/0001030469-23-000018-index.htm - Shareholder Votes OFG BANCORP shareholders approved Amendment to 2007 Omnibus Performance Incentive Plan at the 2023-04-26 meeting. - Proposal: equity plan - Outcome: passed - Meeting: 2023-04-26 source text: Proposal 4 – Amendment to 2007 Omnibus Performance Inventive Plan The proposal to amend the 2007 Omnibus Performance Incentive Plan, as amended and restated, as described in the Proxy Statement, was approved by a majority of the issued and outstanding shares of common stock. The voting results were as follows: For Against Abstain Broker Non-Votes 40,182,318 1,407,486 14,109 2,613,582 evidence_url: https://www.sec.gov/Archives/edgar/data/1030469/000103046923000018/0001030469-23-000018-index.htm - Shareholder Votes OFG BANCORP shareholders approved Advisory vote on the frequency of votes on executive compensation at the 2023-04-26 meeting. - Proposal: say on pay frequency - Outcome: passed - Meeting: 2023-04-26 source text: Proposal 3 – Advisory Vote on the Frequency of Votes on Executive Compensation With respect to the advisory vote on the frequency of the shareholder advisory vote on the compensation of the Company’s named executive officers, the choice of “one year” obtained a majority of the votes cast. The voting results were as follows: 1 Year 2 Years 3 Years Abstain 37,449,719 2,272 4,116,018 3,591 evidence_url: https://www.sec.gov/Archives/edgar/data/1030469/000103046923000018/0001030469-23-000018-index.htm This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.