Popular (BPOP) Proxy filing summary

Executive summary

• Achieved record financial performance in 2025, with GAAP net income of $833.1 million, a 27% increase over 2024, driven by higher net interest income, loan growth, and lower credit losses.

• Launched a new strategic framework focused on customer-centricity, operational efficiency, and top performance, guiding a multi-year Transformation initiative.

• Returned significant capital to shareholders through $502 million in share repurchases and increased quarterly dividends to $0.75 per share.

• Welcomed a new President and CEO, Javier D. Ferrer, in July 2025, marking a leadership transition.

• Maintained robust capital levels with a Common Equity Tier 1 ratio of 15.7% and tangible book value per share up 21.3% 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 defined responsibilities.

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

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

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