Current Report Filing (8-k)
September 30 2016 - 4:17PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 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): September 27, 2016
OFG Bancorp
(Exact Name
of Registrant as Specified in its Charter)
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Commonwealth of Puerto Rico
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001-12647
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66-0538893
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(State or other Jurisdiction
of Incorporation)
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(Commission
File No.)
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(I.R.S. Employer
Identification No.)
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Oriental Center
254 Muñoz Rivera Avenue
San Juan, Puerto Rico
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00918
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(Address of Principal Executive Offices)
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(Zip Code)
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Registrants telephone number, including area code: (787) 771-6800
(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 (
see
General Instruction A.2. below):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Item 5.02.
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Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
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On September 27, 2016, OFG Bancorp (the Company) and José Rafael Fernández entered into an amended and restated
Employment Agreement (the Agreement). Mr. Fernández is the President and Chief Executive Officer of the Company and the Vice Chairman of its Board of Directors (the Board). The Agreement is effective as
of July 1, 2016 for a term of three years, and replaces the employment agreement, dated as of July 1, 2016 between the Company and Mr. Fernández. The purpose of this amendment was to ensure that the Agreement complies with
applicable regulatory requirements.
As provided in the Agreement, Mr. Fernández will report directly to the Board and will
have overall responsibility for the business and affairs of the Company. During the term of the Agreement and in any election of directors in which his term as director is set to expire, the Board will nominate and recommend to the shareholders
of the Company his election as a Board member and, if elected, will appoint him as its Vice Chairman. It further provides that, in the event that the current Chairperson of the Board ceases, for any reason, to occupy such position, the Board
will appoint Mr. Fernández as its Chairperson.
The Agreement provides that Mr. Fernández will be compensated as follows:
(i) annual base salary of $865,000, which may be increased by the Boards Compensation Committee; (ii) annual target bonus of 100% of his annual base salary payable on or before March 31 of each year pursuant to the
Companys non-equity incentive bonus plan; (iii) annual expense allowance of $85,000 for his car-related expenses, membership expenses for social, business or professional organizations, and any other expenses which in his judgment are
reasonably appropriate for the performance of his duties as President and Chief Executive Officer of the Company; (iv) a 10-year term life insurance policy in the amount of $3,000,000 covering his life and having as beneficiaries his spouse and
heirs or other beneficiaries designated by him; (v) 25 days of paid vacation per year; (vi) a special bonus of $850,000 payable in six equal semi-annual installments commencing on January 1, 2017; and (vii) additional incentive compensation
under the Companys equity-based compensation plan based on his performance scorecard, as approved by the Companys Compensation Committee, up to an annual amount equal to 85% of his annual base salary, but he may elect to receive the
award in deferred cash equivalents if he is in compliance with the Companys Stock Ownership Policy. It also provides that Mr. Fernández will be entitled to participate in any equity-based compensation plan, profit-sharing plan or
other plans, benefits and privileges offered by the Company to its employees and executives to the extent that he is otherwise eligible and qualifies to participate in and receive such benefits or privileges.
The Agreement may be terminated by the Board for just cause (as defined therein). In the event it is terminated for just
cause or if Mr. Fernández is removed or barred from office under applicable law, he will have no right to compensation or other benefits for any period after such termination.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
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OFG BANCORP
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Date:
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September 30, 2016
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By:
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/s/ Carlos O.
Souffront
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Carlos O. Souffront
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General Counsel and Secretary of the Board of Directors
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