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): May 21, 2025

First BanCorp.
(Exact Name of Registrant as Specified in its Charter)

Puerto Rico
001-14793
66-0561822
(State or Other Jurisdiction of Incorporation)
(Commission File Number)
(I.R.S. Employer Identification No.)

1519 Ponce de Leon Ave.
P.O. Box 9146
San Juan, Puerto Rico
  
 
00908-0146
(Address of Principal Executive Offices)
  
(Zip Code)

(787) 729-8200
(Registrant’s Telephone Number, including Area Code)

Not applicable
(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:

☐
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))

Securities registered pursuant to Section 12(b) of the Act:
 
Title of each class
Trading
Symbol(s)
Name of each exchange on which
registered
Common Stock ($0.10 par value)
FBP
New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
 
Emerging growth company ☐
 
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
 
Item 5.07
Submission of Matters to a Vote of Security Holders

At the Annual Meeting of Stockholders of First BanCorp (the “Corporation”) held on May 21, 2025, stockholders of the Corporation voted on the following proposals, which are described in more detail in the Corporation’s Definitive Proxy Statement on Schedule 14A for the 2025 Annual Meeting of Stockholders filed by the Corporation with the Securities and Exchange Commission on April 8, 2025. The voting results are as follows:

Proposal 1 – Election of Directors

Director Nominees:
Votes For
  
Votes Against
  
Votes Abstained
           
Juan Acosta Reboyras
142,338,873
  
1,332,246
  
50,078
Aurelio Alemán
142,669,637
  
1,003,559
  
48,001
Luz A. Crespo
139,890,985
  
3,534,881
  
295,331
Tracey Dedrick
141,961,373
  
1,438,729
  
321,095
Patricia M. Eaves
140,615,275
  
2,123,041
  
982,881
Daniel E. Frye
142,888,144
  
540,084
  
292,969
John A. Heffern
142,889,616
  
540,034
  
291,547
Roberto R. Herencia
103,639,075
  
39,912,074
  
170,048
Félix M. Villamil
142,899,979
  
529,723
  
291,495

Broker Non-Vote 8,365,093 shares for each director.

Proposal 2 – Non-binding Approval of 2024 Executive Compensation of the Corporation’s named executive officers

Votes For
  
Votes Against
  
Votes Abstained
  
Broker Non-Votes
             
128,477,646
  
14,953,817
  
289,734
  
8,365,093

Proposal 3 – Ratify the Appointment of Crowe LLP as the Corporation’s Independent Registered Public Accounting Firm for 2025 Fiscal Year

Votes For
  
Votes Against
  
Votes Abstained
         
151,705,897
  
12,336
  
368,057

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SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: May 27, 2025
First BanCorp.
     
 
By:
/s/ Sara Alvarez
 
Name:
Sara Alvarez
 
Title:
EVP and General Counsel


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