---
schema_version: "secwatch.filing_event.v1"
accession: "0001030469-24-000022"
form_type: "8-K"
ticker: "OFG"
cik: "0001030469"
company_name: "OFG BANCORP"
filed_at: "2024-05-14T23:59:59+00:00"
generated_at: "2026-06-02T00:07:37.730250+00:00"
event_type: "leadership"
sentiment: "neutral"
materiality_score: 0.5
calibrated_materiality_score: 0.5
confidence: "high"
source: SEC EDGAR
---

# OFG Bancorp CEO Fernandez becomes Chairperson; all directors elected at annual meeting

## Summary
- CEO Jose R. Fernandez appointed Chairperson; Julian S. Inclan retired from board.
- Nestor de Jesus named Lead Independent Director.
- All seven director nominees elected; Fernandez received 40.9M for, 0.7M withheld.
- Say-on-pay approved with 40.9M votes for, 0.7M against.
- KPMG LLP ratified as independent auditor for 2024.

## SEC filing metadata
- accession: 0001030469-24-000022
- form_type: 8-K
- ticker: OFG
- cik: 0001030469
- company_name: OFG BANCORP
- filed_at: 2024-05-14T23:59:59+00:00
- event_type: leadership
- sentiment: neutral
- materiality_score: 0.5
- calibrated_materiality_score: 0.5
- confidence: high
- sec_items: 5.07, 8.01
- EDGAR index: https://www.sec.gov/Archives/edgar/data/1030469/000103046924000022/0001030469-24-000022-index.htm
- EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1030469/000103046924000022/ofg-20240508.htm

## Machine-readable alternates
- HTML: https://secwatch.observer/filing/0001030469-24-000022
- JSON: https://secwatch.observer/filing/0001030469-24-000022.json
- Plain text: https://secwatch.observer/filing/0001030469-24-000022.txt

## Key facts
- Shareholder Votes
  OFG BANCORP shareholders approved Election of Director: Susan Harnett at the 2024-05-08 meeting.
  - Proposal: director election
  - Outcome: passed
  - Meeting: 2024-05-08
  source text: ☐ 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.
  evidence_url: https://www.sec.gov/Archives/edgar/data/1030469/000103046924000022/0001030469-24-000022-index.htm
- Shareholder Votes
  OFG BANCORP shareholders approved Election of Director: Jorge Colón Gerena at the 2024-05-08 meeting.
  - Proposal: director election
  - Outcome: passed
  - Meeting: 2024-05-08
  source text: ☐ 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.
  evidence_url: https://www.sec.gov/Archives/edgar/data/1030469/000103046924000022/0001030469-24-000022-index.htm
- Shareholder Votes
  OFG BANCORP shareholders approved Election of Director: Rafael Vélez at the 2024-05-08 meeting.
  - Proposal: director election
  - Outcome: passed
  - Meeting: 2024-05-08
  source text: ☐ 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.
  evidence_url: https://www.sec.gov/Archives/edgar/data/1030469/000103046924000022/0001030469-24-000022-index.htm
- Shareholder Votes
  OFG BANCORP shareholders approved Ratification of Selection of Independent Registered Public Accounting Firm at the 2024-05-08 meeting.
  - Proposal: auditor ratification
  - Outcome: passed
  - Meeting: 2024-05-08
  source text: The voting results were as follows: For Against Abstain Broker Non-Votes 40,886,692 685,106 26,268 2,342,333 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.
  evidence_url: https://www.sec.gov/Archives/edgar/data/1030469/000103046924000022/0001030469-24-000022-index.htm
- Shareholder Votes
  OFG BANCORP shareholders approved Election of Director: Néstor de Jesús at the 2024-05-08 meeting.
  - Proposal: director election
  - Outcome: passed
  - Meeting: 2024-05-08
  source text: ☐ 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.
  evidence_url: https://www.sec.gov/Archives/edgar/data/1030469/000103046924000022/0001030469-24-000022-index.htm
- Shareholder Votes
  OFG BANCORP shareholders approved Advisory Vote on Executive Compensation at the 2024-05-08 meeting.
  - Proposal: say on pay
  - Outcome: passed
  - Meeting: 2024-05-08
  source text: ,200 530,866 2,342,333 Néstor de Jesús 40,339,221 1,258,845 2,342,333 Annette Franqui 40,570,165 1,027,901 2,342,333 Susan Harnett 38,290,227 3,307,839 2,342,333 Angel Vázquez 41,295,917 302,149 2,342,333 Rafael Vélez 41,127,419 470,647 2,342,333 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.
  evidence_url: https://www.sec.gov/Archives/edgar/data/1030469/000103046924000022/0001030469-24-000022-index.htm
- Shareholder Votes
  OFG BANCORP shareholders approved Election of Director: Angel Vázquez at the 2024-05-08 meeting.
  - Proposal: director election
  - Outcome: passed
  - Meeting: 2024-05-08
  source text: ☐ 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.
  evidence_url: https://www.sec.gov/Archives/edgar/data/1030469/000103046924000022/0001030469-24-000022-index.htm
- Shareholder Votes
  OFG BANCORP shareholders approved Election of Director: José R. Fernández at the 2024-05-08 meeting.
  - Proposal: director election
  - Outcome: passed
  - Meeting: 2024-05-08
  source text: ☐ 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.
  evidence_url: https://www.sec.gov/Archives/edgar/data/1030469/000103046924000022/0001030469-24-000022-index.htm
- Shareholder Votes
  OFG BANCORP shareholders approved Election of Director: Annette Franqui at the 2024-05-08 meeting.
  - Proposal: director election
  - Outcome: passed
  - Meeting: 2024-05-08
  source text: ☐ 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.
  evidence_url: https://www.sec.gov/Archives/edgar/data/1030469/000103046924000022/0001030469-24-000022-index.htm

This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.