UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )
Filed by the Registrant þ
Filed by a Party other than the Registrant o
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Preliminary Proxy Statement |
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Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
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Definitive Proxy Statement |
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Soliciting Material Pursuant to §240.14a-12 |
FIRST BANCORP.
(Name of Registrant as Specified In Its Charter)
Not Applicable
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
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No fee required. |
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Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11. |
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Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2)
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April 23,
2008
Edward Gehl
Investment Proxy Research
Fidelity Investments
One Spartan Way TS1E
Merrimack, NH 03054
Dear
Edward:
The purpose of this letter is to confirm that the management of First BanCorp has agreed to
recommend that its Board of Directors adopt an amendment to the proposed First BanCorp’s 2008
Omnibus Incentive Plan to incorporate the change outlined below. It would be our recommendation
that this amendment take effect immediately upon approval of First BanCorp’s 2008 Omnibus Incentive
Plan at the April 29, 2008 stockholders meeting.
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If awards are accelerated for reasons other than death,
disability, retirement, or change in control, those
discretionarily accelerated shares will be limited to 10% of the
total number of shares authorized under the plan. |
We
understand that with the adoption of the aforementioned amendment to
our proposed 2008 Omnibus Incentive Plan, the plan will then comply
with Fidelity’s proxy voting guidelines.
Sincerely yours,
/s/ Lawrence Odell
Lawrence Odell
EVP, General Counsel and Secretary of the Board
First BanCorp