COMMONWEALTH OF PUERTO RICO | 000-13818 | 66-0667416 | ||
(State or other jurisdiction of incorporation or organization) |
(Commission File Number) | (IRS Employer Identification Number) |
209 MUNOZ RIVERA AVENUE HATO REY, PUERTO RICO |
00918 |
|
(Address of principal executive offices) | (Zip code) |
o | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | |
o | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | |
o | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | |
o | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
(e) | On February 19, 2009, the Board of Directors of Popular, Inc. (the Corporation) approved a cost savings plan (the Cost Savings Plan) proposed by the Corporations senior management as part of the measures being taken as a result of the current economic recession. The Cost Savings Plan includes the following amendments to the Corporations compensation plans for its executive officers and other employees: |
a. | Commencing in March 2009, the base salaries for the named executive officers listed below will be reduced to the amount shown in table below (on an annualized basis). The base salary of the Chief Operating Officer (Mr. David H. Chafey Jr.) will be reduced by 10% and the base salaries of all other executive officers listed below will be reduced by 7.5%. |
Base Salary | ||||||||
2009 | 2008 | |||||||
David H. Chafey Jr. |
690,525 | 767,250 | ||||||
Jorge A. Junquera |
523,500 | 565,950 | ||||||
Félix M. Villamil |
370,000 | 400,000 | ||||||
Amílcar L. Jordán |
370,000 | 400,000 | ||||||
Brunilda Santos de Álvarez |
370,000 | 400,000 | ||||||
Eduardo J. Negrón |
300,625 | 325,000 |
The Corporation also reduced the base salaries of other senior executive officers by 7.5% and certain other officers of the Corporation by 5%, comprising a total of 73 employees. The Chief Executive Officers (CEO) base salary remains at the level established pursuant to a voluntary reduction of 10% in 2005. | |||
b. | The Board of Directors of Banco Popular de Puerto Rico approved the amendment of the two non-contributory, defined benefit retirement plans (the Retirement Plans) covering its employees to freeze the accrual of benefits. Pursuant to the amendment, Retirement Plan participants will not receive any additional credit for compensation earned and service performed after April 30, 2009 for purposes of calculating benefits under the Retirement Plans. The CEO and all other named executive officers listed in the table above (the Executive Officers) participate in the Retirement Plans. | ||
c. | The Board of Directors of Banco Popular de Puerto Rico also approved the amendment of the non-tax qualified benefit restoration plan to freeze the accrual of pension benefits thereunder after April 30, 2009. No Executive Officer participates in the non-tax qualified benefit restoration plan. | ||
d. | The Board also approved an amendment to the Corporations U.S and P.R. contributory savings plans (the Savings Plans) that are available for substantially all the employees of the Corporation and its affiliates. Under the Savings Plans, the Corporation made employer matching contributions based on the specific provisions of each plan. Pursuant to the amendment to the Savings Plans, the Corporation will not make matching contributions on participants |
contributions to the Savings Plans commencing with the payroll of March 20, 2009. All Executive Officers participate in the Savings Plans. |
POPULAR, INC. |
||||
Date: February 23, 2009 | By: | /s/ Ileana González | ||
Ileana González | ||||
Senior Vice President and Comptroller | ||||