UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
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
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date
of Report (Date of earliest event reported): April 27, 2011
ORIENTAL FINANCIAL GROUP INC.
(Exact Name of Registrant as Specified in its Charter)
| Commonwealth of Puerto Rico | 001-12647 | 66-0538893 | ||
| (State or other Jurisdiction of Incorporation) | (Commission File No.) | (I.R.S. Employer Identification No.) |
| Oriental Center | ||
| Professional Offices Park | ||
| 997 San Roberto Street, 10th Floor | ||
| San Juan, Puerto Rico | 00926 | |
| (Address of Principal Executive Offices) | (Zip Code) |
Registrant’s telephone number, including area code: (787) 771-6800
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):
| 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)) |
Item 5.07. Submission of Matters to a Vote of Security Holders
At the annual meeting of shareholders of Oriental Financial Group Inc. (the “Company”), held
on April 27, 2011 (the “Annual Meeting”), the proposals listed below were submitted to a vote of
shareholders as set forth in the Company’s definitive proxy statement (the “Proxy Statement”) for
the Annual Meeting.
Proposal 1 — Election of Directors
The four nominees named in the definitive proxy statement were elected as directors: (i) Josen
Rossi to serve for a two-year term and (iii) Juan C. Aguayo,
Pablo I. Altieri and Francisco Arriví
to serve for a three-year term. The voting results with respect to each nominee were as follows:
| Directors | For | Withheld | ||||||
Josen Rossi |
34,851,337 | 117,016 | ||||||
Juan C. Aguayo |
34,631,050 | 337,303 | ||||||
Pablo I. Altieri |
34,656,225 | 312,128 | ||||||
Francisco Arriví |
34,461,028 | 507,325 | ||||||
Proposal 2 — Advisory Vote on Executive Compensation
The compensation of the Company’s named executive officers, as described in the Proxy
Statement, was approved on an advisory basis. The voting results were as follows:
| For | Against | Abstain | Broker Non-Votes | |||
34,340,245
|
442,530 | 185,578 | 4,565,043 |
Proposal 3 — Advisory Vote on the Frequency of the Vote on Executive Compensation
With respect to the advisory vote on whether the shareholder advisory vote on the compensation
of the Company’s named executive officers should occur every one, two or three years, the choice of
“1 Year” obtained a majority of the votes cast. The voting results were as follows:
| 1 Year | 2 Years | 3 Years | Abstain | |||
| 23,126,256 | 137,659 | 11,501,587 | 202,851 |
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Proposal 4 — Ratification of Selection of Independent Auditors
The
proposal to ratify the selection of KPMG LLP as the Company’s independent auditors for the
year ending December 31, 2011 was approved. The voting results were as follows (there were no
broker non-votes):
| For | Against | Abstain | ||
| 38,993,970 | 470,373 | 69,053 |
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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.
| ORIENTAL FINANCIAL GROUP INC. |
||||
| Date: May 2, 2011 | By: | /s/ Carlos O. Souffront | ||
| Carlos O. Souffront | ||||
| General Counsel and Secretary of the Board of Directors |
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