Popular, Inc. Files DEF 14A for May 8, 2026 Annual Meeting

Def 14a - Popular, Inc. (0000763901) (Filer) Filing Summary
FieldDetail
CompanyDef 14a - Popular, Inc. (0000763901) (Filer)
Filed DateMar 24, 2026
Risk Levellow
Pages14
Reading Time17 min
Key Dollar Amounts$833.1 m, $614.2 million, $823.5 m, $82.65, $124
Sentimentneutral

Complexity: moderate

Sentiment: neutral

Topics: proxy-statement, annual-meeting, corporate-governance, director-election

TL;DR

**Popular, Inc. just dropped its proxy statement for the May 8, 2026 annual meeting, detailing director elections and key votes.**

AI Summary

Popular, Inc. filed a DEF 14A proxy statement on March 24, 2026, for its Annual Meeting of Shareholders scheduled for May 8, 2026. This filing details proposals for shareholder votes, including the election of directors like A.M. Ballester and B. Castellvi, and provides extensive information on corporate governance and executive compensation. For shareholders, this matters because it outlines key decisions that will shape the company's leadership and strategic direction, directly impacting their investment.

Why It Matters

This filing is crucial for investors as it provides the agenda for the upcoming Annual Meeting, where important decisions regarding the company's leadership and governance will be made, directly influencing future performance.

Risk Assessment

Risk Level: low — This is a routine proxy filing for an annual meeting, which is standard corporate governance and does not inherently present high risk.

Analyst Insight

Investors should review the full DEF 14A filing to understand the proposals and director nominees before the May 8, 2026 Annual Meeting, as these decisions impact corporate governance and future company direction.

Key Numbers

  • 2026-03-24 — Filing Date (When the DEF 14A was officially submitted to the SEC.)
  • 2026-05-08 — Annual Meeting Date (The date shareholders will vote on proposals outlined in the filing.)
  • 96 — Documents (The total number of documents included in this filing, indicating comprehensive disclosure.)

Key Players & Entities

  • POPULAR, INC. (company) — Filer of the DEF 14A
  • A.M. Ballester (person) — Director nominee
  • B. Castellvi (person) — Director nominee
  • 2026-03-24 (date) — Filing Date
  • 2026-05-08 (date) — Period of Report / Annual Meeting Date

Forward-Looking Statements

  • Shareholders will approve the proposed slate of directors, including A.M. Ballester and B. Castellvi, at the Annual Meeting. (POPULAR, INC.) — high confidence, target: 2026-05-08

FAQ

What is the purpose of the DEF 14A filing by Popular, Inc.?

The DEF 14A filing by Popular, Inc. on March 24, 2026, serves as a definitive proxy statement, providing shareholders with information necessary to vote at the upcoming Annual Meeting of Shareholders scheduled for May 8, 2026. It includes details on matters such as the election of directors and other proposals.

When is Popular, Inc.'s Annual Meeting of Shareholders?

Popular, Inc.'s Annual Meeting of Shareholders is scheduled for May 8, 2026, as indicated by the 'Period of Report' in the DEF 14A filing.

Filing Stats: 4,287 words · 17 min read · ~14 pages · Grade level 15.7 · Accepted 2026-03-24 11:10:26

Key Financial Figures

  • $833.1 m — come for 2025 amounted to approximately $833.1 million, compared to $614.2 million in 20
  • $614.2 million — proximately $833.1 million, compared to $614.2 million in 2024. Excluding the partial reversal
  • $823.5 m — ome for the year 2025 was approximately $823.5 million, a 27% increase compared to the p
  • $82.65 — 5.7%. Tangible book value per share was $82.65 as of December 31, 2025, a 21.3% increa
  • $124 — g term. Popular's shares closed 2025 at $124.52, a 32% increase when compared to yea
  • $39.3 b — Popular increased its loan portfolio to $39.3 billion, $2.2 billion or 6% higher than 2
  • $2.2 billion — ed its loan portfolio to $39.3 billion, $2.2 billion or 6% higher than 2024. During 2025, Ba
  • $66.1 b — sits Popular had year-end deposits of $66.1 billion, an increase of $1.3 billion or 2
  • $1.3 billion — posits of $66.1 billion, an increase of $1.3 billion or 2%, mainly driven by higher commerci
  • $1.4 billion — c deposits, customer deposits increased $1.4 billion or 3%. Capital Strategy During 2025,
  • $502 million — hares of common stock for approximately $502 million throughout 2025, and in the third quart
  • $500 million — f 2025, the Corporation announced a new $500 million common stock repurchase program. During
  • $0.70 — he quarterly common stock dividend from $0.70 to $0.75 per share, commencing with the
  • $0.75 — rly common stock dividend from $0.70 to $0.75 per share, commencing with the dividend
  • $82 — 2025, tangible book value per share was $82.65, a 21.3% increase from 2024. Social

Filing Documents

BUSINESS

BUSINESS Elect eleven directors to the Board of Directors for a one-year term; Amendment to Popular's Restated Certificate of Incorporation to modernize indemnification provisions; Amendment to Popular's Restated Certificate of Incorporation to provide for director and officer exculpation to the extent permitted by Puerto Rico Law; Approve, on an advisory basis, the Corporation's executive compensation; Ratify the appointment of PricewaterhouseCoopers LLP as Popular's independent registered public accounting firm for 2026; and Consider such other business as may be properly brought before the meeting or any adjournments thereof. Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting of Shareholders to be held on May 8, 2026: This 2026 Proxy Statement and our Annual Report for the year ended December 31, 2025 are available free of charge at www.popular.com and www.proxyvote.com . The 2026 Proxy Statement and form of proxy card are being distributed and made available to shareholders on or about March 24, 2026. In San Juan, Puerto Rico, on March 24, 2026. By Order of the Board of Directors, Jos R. Coleman Ti Corporate Secretary Popular, Inc. 209 Muoz Rivera Avenue San Juan, Puerto Rico 00918 TABLE OF CONTENTS Table of Contents I Proxy Statement Summary 2 Meeting Agenda and Voting Recommendations 4 2025 Corporate Governance Highlights 5 2025 Corporate Performance and Executive Compensation Highlights 5 2025 Financial Highlights 6 2025 Corporate Highlights 8

Executive Compensation Program Highlights

Executive Compensation Program Highlights II Corporate Governance, Directors and Executive Officers 13 Corporate Governance 13 Key Corporate Governance Features 14 Board of Directors and Nominees' Independence 15 Board Leadership 15 Board Committee Structure 16 Membership in Board Committees 16 Committees of the Board 19 Board Oversight of Risk Management 20 Corporate Responsibility and Sustainability 21 Board Meetings and Executive Sessions 22 Director Onboarding and Continuing Education 22 Annual Board Self-Evaluation Process 23 Management Succession Planning 24 Hedging and Pledging Policy 24 Code of Ethics 24 Insider Trading Policy and Procedures 25 Director Experience, Skills and Demographics 25 Nomination of Directors 27 Communication with the Board 27 Where to Find More Information on Governance 28 Directors and Executive Officers 28 Nominees for Election as Directors 39 Executive Officers 43 Certain Relationships and Transactions III Executive and Director Compensation 47 Compensation Discussion and Analysis 47 Overview 51 Compensation Objectives and Components 52 2025 Executive Compensation Program and Pay Decisions 60

Executive Compensation Program Changes for 2026

Executive Compensation Program Changes for 2026 61 Governance and Assessment of Executive Compensation 64 Other Aspects of Our Executive Compensation Program 65 Risk Mitigation 65 Report of the Talent and Compensation Committee 66 2025 Executive Compensation Tables and Compensation Information 66 2025 Summary Compensation Table 68 2025 Grants of Plan-Based Awards TABLE OF CONTENTS 69 2025 Outstanding Equity Awards at Fiscal Year End 70 2025 Option Exercises and Stock Vested Table 71 Post-Termination Compensation 75 CEO Pay Ratio 75 Pay Versus Performance 79 Compensation of Non-Employee Directors 79 Compensation of Directors 80 Director Stock Ownership Requirements 80 2025 Non-Employee Director Summary Compensation Table IV Security Ownership of Certain Beneficial Owners and Management 83 Beneficial Ownership 83 Shares Beneficially Owned by Directors, Nominees and Executive Officers 84 Delinquent Section 16(a) Reports 84 Principal Shareholders V Proposals 86 Proposal 1: Election of Directors 87 Proposal 2: Amendment to Popular's Restated Certificate of Incorporation to Modernize Indemnification Provisions 89 Proposal 3: Amendment to Popular's Restated Certificate of Incorporation to Provide for Director and Officer Exculpation to the Extent Permitted by Puerto Rico Law 90 Proposal 4: Advisory Vote to Approve Executive Compensation 91 Proposal 5: Ratification of Appointment of Independent Registered Public Accounting Firm VI Audit Committee Report 93 Audit Committee Report VII General Information About the Meeting 95 About the Meeting 96 Voting Procedure and Results 98 Proxy Materials 99 Shareholder Proposals Appendix A: Popular, Inc. Reconciliation of Non-GAAP Measures 102 Appendix A Exhibits 104 Exhibit A 107 Exhibit B 109 Exhibit c TABLE OF CONTENTS Cautionary Note Regarding Forward-Looking Statements This Proxy

Executive Compensation Program Highlights

Executive Compensation Program Highlights Our executive compensation program is designed to motivate and reward performance, align executives with shareholder interests, promote long-term shareholder value, attract and retain highly qualified executives and mitigate conduct that may promote improper sales practices or excessive or unnecessary risk taking. Our program is premised upon: Pay-For-Performance Focus on variable, incentive-based pay (65%-81% of total target NEO pay is performance-based) Combination of short-term (cash) and long-term (equity) incentives Equity awards to promote performance and retain high-performing talent Total compensation opportunity targeted at median of our peer group No special retirement or severance programs Limited perquisites 8|2026 POPULAR, INC. PROXY STATEMENT TABLE OF CONTENTS Strong Governance Incentivized risk mitigation through balanced compensation design and strong internal control framework No speculative transactions in Popular's securities nor pledging or hedging of our securities Compensation Recoupment (clawback) Policy Annual say-on-pay advisory vote Independent compensation consultant Compensation governance framework that establishes the guiding principles we use to develop our employee compensation programs and design the incentives available to executives Executive alignment with long-term shareholder value Stock ownership requirements for our executive officers Extended equity vesting (over a four-year period) Double-trigger equity vesting upon change in control Pay Mix in the Compensation Program Our executive compensation program focuses on the achievement of annual and long-term goals that generate sustained company performance and strong returns to our shareholders. As illustrated in the graphs below, in 2025, 81% of total target compensation for the President and CEO and 65% on average for the other NEOs was at-risk, subject to corporate and individual performance. Ba

View Full Filing

View this filing on SEC EDGAR

View on ReadTheFiling | About | Contact | Privacy | Terms

Data from SEC EDGAR. Not affiliated with the SEC. Not investment advice. © 2026 OpenDataHQ.