OFG BANCORP Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal
Year.
Effective
Section 1 of Article I was amended to clarify that virtual meetings of
stockholders by means of remote communication are permitted consistent with
Section 3 of Article I was amended to establish procedures for holders of at least 20% of the outstanding voting stock to request the Company's Secretary to call a special meeting of stockholders. Such procedures consist of a two-step process with certain requirements that the requesting stockholder(s) must follow. First, the stockholder(s) must request the Company's Board of Directors to fix a record date for the purpose of determining the stockholders entitled to demand the calling of such special meeting. Second, the stockholder(s) must timely submit a demand, in proper form, for the Company to call the special meeting. To be timely, a stockholder's demand to call a special meeting must be delivered to the Company's principal executive offices not later than 60 days after the demand record date, and to be in proper form, the demand must include certain information about the proposal(s) or nominee(s) and the requesting stockholder(s), as set forth in the Bylaws for stockholder nominations or proposals.
Section 13 of Article I was amended to expand the required information from a stockholder for nominating a person for election to the Company's Board of Directors. The stockholder's nomination must include the following information:
(a) the name and address, as they appear on the Company's books, of the
stockholder who intends to make the nomination (the "nominating
stockholder"), and the name and principal place of business of such
beneficial owner;
(b) a representation that the nominating stockholder is a holder of the
Company's shares of stock entitled to vote indicating (i) the class and
number of shares of stock of the Company that are owned beneficially or
of record by the nominating stockholder or any affiliates or associates
of the nominating stockholder, (ii) the name of each nominee holder of
shares of stock of the Company owned beneficially but not of record by
the nominating stockholder or any affiliates or associates of the
nominating stockholder, and the number of shares of stock of the Company
held by each such nominee holder, (iii) whether and the extent to which
any derivative instrument, swap, option, warrant, short interest, hedge
or profit interest or other transaction has been entered into by or on
behalf of the nominating stockholder, or any affiliates or associates of
the nominating stockholder, with respect to stock of the Company,
(iv) whether and the extent to which any other transaction, agreement,
arrangement or understanding (including any short position or any
borrowing or lending of shares of stock of the Company) has been made by
or on behalf of the nominating stockholder, or any affiliates or
associates of the nominating stockholder, the effect or intent of any of
the foregoing being to mitigate loss to, or to manage risk or benefit of
stock price changes for, the nominating stockholder, or any affiliates or
associates of the nominating stockholder, or to increase or decrease the
voting power or pecuniary or economic interest of the nominating
stockholder, or any affiliates or associates of the nominating
stockholder, with respect to stock of the Company, (v) that the
nominating stockholder intends to appear in person or by proxy at the
meeting to make the nomination, and (vi) whether the nominating
stockholder intends or is part of a group which intends to deliver a
proxy statement and/or form of proxy to holders of at least the
percentage of the Company's outstanding stock required to elect the
nominee and/or otherwise solicit proxies or votes from stockholders in
support of such nominee;
(c) a description of all arrangements or understandings between the
nominating stockholder, or any affiliates or associates of the nominating
stockholder, and each nominee and any other person or persons (naming
such person or persons) pursuant to which the nomination or nominations
are to be made by the nominating stockholder, and any material interest
of the nominating stockholder, or any affiliates or associates of the
nominating stockholder, in such nomination, including any anticipated
benefit therefrom to the nominating stockholder, or any affiliates or
associates of the nominating stockholder; and
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(d) such other information regarding the nominating stockholder as would be
required to be included in a proxy statement filed pursuant to the proxy
rules of the Securities and Exchange Commission (the "SEC").
Section 13 of Article I was further amended to expand the information that the nominating stockholder must provide with respect to the director nominee. Such nomination must include the following information:
(a) the name, age, business address, and residence address of the director
nominee;
(b) the principal occupation or employment of the director nominee;
(c) (i) the class and number of all shares of stock of the Company that are
owned beneficially or of record by the director nominee and any
affiliates or associates of the director nominee, (ii) the name of each
nominee holder of shares of stock of the Company owned beneficially but
not of record by the director nominee or any affiliates or associates of
the director nominee, and the number of shares of stock of the Company
held by each such nominee holder, (iii) whether and the extent to which
any derivative instrument, swap, option, warrant, short interest, hedge
or profit interest or other transaction has been entered into by or on
behalf of the director nominee, or any affiliates or associates of the
director nominee, with respect to any stock of the Company, and
(iv) whether and the extent to which any other transaction, agreement,
arrangement or understanding (including any short position or any
borrowing or lending of shares of stock of the Company) has been made by
or on behalf of the director nominee, or any affiliates or associates of
the director nominee, the effect or intent of any of the foregoing being
to mitigate loss to, or to manage risk or benefit of stock price changes
for, the director nominee, or any affiliates or associates of the
director nominee, or to increase or decrease the voting power or
pecuniary or economic interest of the director nominee, or any affiliates
or associates of the director nominee, with respect to stock of the
Company; and
(d) any other information regarding each the director nominee as would be
required to be disclosed under the proxy solicitation rules of the SEC if
proxies were to be solicited for the election of the director nominee so
proposed (including, without limitation, the director nominee's written
consent to being named in the proxy statement as a director nominee and
to serving as a director if elected).
Section 14 of Article I was amended to expand the information required from a stockholder that desires to bring a proposal before an annual meeting of stockholders. The stockholder's notice must include the following information:
(a) a brief description of the matter or proposal desired to be brought
before the annual meeting and the text of any resolutions proposed for
consideration and, if the proposal relates to an amendment to these
Bylaws, the text of the proposed amendment;
(b) the name and address, as they appear on the Company's books, of the
stockholder proposing such matter;
(c) a representation that the stockholder is a holder of the Company's shares
of stock entitled to vote indicating (i) the class and number of shares
of stock of the Company that are owned beneficially or of record by such
stockholder or any affiliates or associates of such stockholder, (ii) the
name of each nominee holder of shares of stock of the Company owned
beneficially but not of record by such stockholder or any affiliates or
associates of such stockholder, and the number of shares of stock of the
Company held by each such nominee holder, (iii) whether and the extent to
which any derivative instrument, swap, option, warrant, short interest,
hedge or profit interest or other transaction has been entered into by or
on behalf of such stockholder, or any affiliates or associates of such
stockholder, with respect to stock of the Company, (iv) whether and the
extent to which any other transaction, agreement, arrangement or
understanding (including any short position or any borrowing or lending
of shares of stock of the Company) has been made by or on behalf of such
stockholder, or any affiliates or associates of such stockholder, the
effect or intent of any of the foregoing being to mitigate loss to, or to
manage risk or benefit of stock price changes for, such stockholder, or
any affiliates or associates of
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such stockholder, or to increase or decrease the voting power or
pecuniary or economic interest of such stockholder, or any affiliates or
associates of such stockholder, with respect to stock of the Company,
(v) that such stockholder intends to appear in person or by proxy at the
annual meeting to bring up the matter or proposal specified in the
notice, and (vi) whether such stockholder intends or is part of a group
which intends to deliver a proxy statement and/or form of proxy to
holders of at least the percentage of the Company's outstanding stock
required to approve the proposal and/or otherwise solicit proxies or
votes from stockholders in support of such proposal; and
(d) any material interest of the stockholder in such matter or proposal.
Section 2 of Article II was amended to eliminate the classification of directors in accordance with the Company's Certificate of Incorporation, as amended, which provides that directors shall not be divided into any classes.
In addition to the foregoing, minor conforming changes were made to other provisions of the Company's Bylaws.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
Exhibit
No. Description of Document
3(ii) Amended and restated Bylaws of the Company
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document).
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