---
schema_version: "secwatch.filing_event.v1"
accession: "0001193125-26-217109"
form_type: "8-K"
ticker: "BPOP"
cik: "0000763901"
company_name: "POPULAR, INC."
filed_at: "2026-05-11T21:11:44+00:00"
generated_at: "2026-05-11T21:15:41.629769+00:00"
event_type: "other_material"
sentiment: "neutral"
materiality_score: 0.25
calibrated_materiality_score: 0.25
confidence: "high"
source: SEC EDGAR
---

# Popular shareholders approve indemnification and exculpation charter amendments at May 8 annual meeting

## Summary
- Shareholders approved amendments to Restated Certificate of Incorporation: modernize indemnification (53.3M for, 445K against) and add director/officer exculpation (52.4M for, 1.3M against).
- Eleven directors elected to one-year terms; votes for each director ranged from 50.8M (Ferré Rangel) to 53.0M (Carrady).
- Advisory say-on-pay proposal approved with 52.3M votes for, 1.3M against.
- Appointment of PwC as independent auditor ratified with 56.9M votes for.
- Amended and Restated By-laws aligned with indemnification amendment effective May 8, 2026.

## SEC filing metadata
- accession: 0001193125-26-217109
- form_type: 8-K
- ticker: BPOP
- cik: 0000763901
- company_name: POPULAR, INC.
- filed_at: 2026-05-11T21:11:44+00:00
- event_type: other_material
- sentiment: neutral
- materiality_score: 0.25
- calibrated_materiality_score: 0.25
- confidence: high
- sec_items: 5.03, 5.07, 9.01
- EDGAR index: https://www.sec.gov/Archives/edgar/data/763901/000119312526217109/0001193125-26-217109-index.htm
- EDGAR primary document: https://www.sec.gov/Archives/edgar/data/763901/000119312526217109/d77241d8k.htm

## Machine-readable alternates
- HTML: https://secwatch.observer/filing/0001193125-26-217109
- JSON: https://secwatch.observer/filing/0001193125-26-217109.json
- Plain text: https://secwatch.observer/filing/0001193125-26-217109.txt

## Key facts
- Governance Changes
  POPULAR, INC.: Amended and Restated By-Laws adopted to align indemnification provisions with the charter amendment, effective upon shareholder approval of the Indemnification Amendment (effective 2026-05-08).
  - Change: bylaw amendment
  - Effective: 2026-05-08
  source text: the Board approved and conditionally adopted the Corporation’s Amended and Restated By-Laws (the “A&R By-laws”) to align the indemnification provisions in the Corporation’s by-laws with the Indemnification Amendment, subject to shareholder approval of the Indemnification Amendment. The A&R By-laws became effective immediately upon the shareholders’ approval of the Indemnification Amendment at the Annual Meeting of Shareholders of the Corporation.
  evidence_url: https://www.sec.gov/Archives/edgar/data/763901/000119312526217109/0001193125-26-217109-index.htm
- Governance Changes
  POPULAR, INC.: Shareholders approved amendments to the Restated Certificate of Incorporation to modernize indemnification provisions, add director and officer exculpation, and remove outdated director election procedures (effective 2026-05-08).
  - Change: charter amendment
  - Effective: 2026-05-08
  source text: On May 8, 2026, at the Annual Meeting of Shareholders of Popular, Inc. (the “Corporation”), the Corporation’s shareholders approved amendments to the Corporation’s Restated Certificate of Incorporation (the “Amendments”): (i) modernizing the indemnification provisions in, and making other clarifying or streamlining changes to, Article TENTH (the “Indemnification Amendment”); (ii) adding a new provision to Article TENTH to provide for the exculpation of directors and officers to the fullest extent permitted by the Puerto Rico General Corporations Law; and (iii) changing Article SEVENTH to remove language relating to the procedures for director elections held prior to 2023, at which time the Corporation’s Board of Directors (the “Board”) became fully declassified and all directors became subject to annual elections.
  evidence_url: https://www.sec.gov/Archives/edgar/data/763901/000119312526217109/0001193125-26-217109-index.htm

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