Popular (BPOP) Proxy Filing summary

Executive summary

• Achieved record financial results in 2025, with GAAP net income of $833.1 million, a 27% increase over 2024, driven by strong loan growth, stable credit quality, and capital returns to shareholders.

• Launched a new strategic framework focused on customer-centricity, operational efficiency, and top performance, guiding a multi-year Transformation initiative with significant investments in technology and talent.

• Welcomed a new President and CEO, Javier D. Ferrer, in July 2025, marking a leadership transition aimed at furthering growth and transformation.

• Outperformed key market indices, with shares closing 2025 at $124.52, up 32% year-over-year.

Voting matters and shareholder proposals

• Election of 11 directors for a one-year term.

• Amendments to the Restated Certificate of Incorporation to modernize indemnification provisions and provide for director and officer exculpation as permitted by Puerto Rico law.

• Advisory vote to approve executive compensation (say-on-pay).

• Ratification of PricewaterhouseCoopers LLP as independent registered public accounting firm for 2026.

Board of directors and corporate governance

• 10 of 12 current directors are independent; all board committees are 100% independent.

• Lead Independent Director role established with robust responsibilities.

• Annual board, committee, and individual director evaluations, with periodic third-party facilitation.

• Board diversity in experience, skills, gender, race, and tenure; five new directors in the last five years.

• Majority voting in director elections; no supermajority requirements; shareholders with 20%+ stock can call special meetings.