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): February 23, 2010
Santander BanCorp
(Exact name of registrant as specified in its charter)
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Puerto Rico
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001-15849
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66-0573723
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(State or other
jurisdiction of
incorporation)
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(Commission
File Number)
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(IRS Employer
Identification No.)
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B-7 Calle Tabonuco, Suite 1800, Guaynabo, Puerto Rico
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00968
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(Address of principal executive offices)
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(Zip Code)
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Registrant’s telephone number, including area code:
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(787) 777-4100
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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:
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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 240.136-4(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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(e)
On February 23, 2010, the Compensation Committee of the Board of Directors of Santander
BanCorp (the “Company”) approved the participation of fifty-three Company officers in the fourth
cycle of the Banco Santander, S.A. (“Santander”) Performance Shares Plan and the award of
restricted stock units to said employees thereunder. The participants include six of the Company’s
executive officers who were “named executive officers” for purposes of the Company’s proxy
statement for the 2009 Annual Meeting of Shareholders. The Performance Shares Plan is an
equity-based plan that provides long-term incentive opportunities for certain executive officers
and managers of Santander and its affiliates. Under the Performance Shares Plan, participants
receive shares of Santander common stock (American Depositary Shares, in the case of native U.S.
and Puerto Rico participants) upon satisfaction of certain pre-established service and performance
requirements. Santander makes awards under the Performance Shares Plan in cycles, with one cycle
ending each year. The fourth cycle (or “I-12 Plan”) is for the three-year 2009 through 2011 period
with payout of shares no later than July 31, 2012.
A percentage of the maximum number of shares awarded under the I-12 Plan will vest in
accordance with pre-established Santander total shareholder return (or “TSR”) compared to a peer
group of 16 institutions chosen among the world’s largest financial institutions, on the basis of
their market capitalization, geographic location and the nature of their business. The I-12 Plan
defines TSR as the difference (expressed as a percentage) between the value of a hypothetical
investment in ordinary shares of each of the members of the peer group and Santander at the end of
the cycle and the value of the same investment at the beginning of the cycle. Dividends or similar
amounts received by shareholders will be considered as if such amounts were invested in more
shares. The trading price on the exchange with the highest trading volume will be used to calculate
the initial and final share prices. The TSR goals and the associated possible percentages that
participants may earn under the I-12 Plan are as follows:
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Percentage of
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shares earned over
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Santander’s position in the TSR ranking
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maximum
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1st to 5th
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100.0
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%
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6th
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82.5
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%
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7th
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65.0
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%
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8th
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47.5
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%
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9th
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30.0
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%
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10th or below
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0
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%
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In order for a participant to receive the shares under the I-12 Plan, the I-12 Plan requires
the participant to remain continuously employed at Santander or a subsidiary through the June 30 of
the year following the end of the cycle, except in the cases of retirement, involuntary
termination, unilateral waiver by the participant for good cause, unfair dismissal, forced leave of
absence, permanent disability, or death in which case, the participant (or his or her beneficiary,
in the case of death), will receive a pro-rated portion of the participant’s award.
The six named executive officers of the Company who received awards of restricted stock units
under the I-12 Plan, and the maximum number of Santander shares payable to each of them under these
awards, are as follows: Juan Moreno (40,000 shares), Roberto Jara (6,000 shares), José Alvarez
(11,000 shares), James Rodriguez (5,000 shares), María Calero (11,000 shares) and Justo Muñoz
(11,000 shares).
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