three substantially equal annual installments commencing February15, 2013, except for accelerated vesting in the event of a director's death or disability and in certain circumstances relating At that time, the executive officers. To ratify the Audit Committees appointment of KPMG We do not believe that our overall compensation policies and practices create risks that are reasonably likely to have a material adverse effect on our Company. the 5,415,794 shares of SeriesA Preferred Stock in the aggregate issued to the Blackstone Funds in the Blackstone Exchange, the Blackstone Funds continue to collectively hold approximately See The company may raise an additional $405 million at the closing of an acquisition pursuant to forward purchase agreements withCenterbridge and the CEO, and Centerbridge intends to purchase $14 million worth of units in the offering. Board amounts, if any, to be paid to our named executive officers, the implementation of the BankUnited,Inc. 2009 Stock Option Plan and the 2010 Omnibus Equity Incentive Plan, including the The SeriesA Preferred Stock has a liquidation preference per share equal to the greater APPROVE THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS IN THE FUTURE, BENEFICIAL OWNERSHIP OF THE COMPANY'S COMMON STOCK, REQUIREMENTS, INCLUDING DEADLINES, FOR SUBMISSION OF PROXY PROPOSALS, NOMINATION the employment of either Mr.Pauls or Mr.Singh is terminated in a Qualifying Termination, he is entitled to receive: Furthermore, Compensation Discussion and Analysis section, the compensation tables and any related material disclosed in this Proxy Statement, is hereby APPROVED.". Mr.Melby did not previously hold PIUs and had instead been awarded stock options to 61, as amended (AICPA, Professional Standards, Vol. Unless otherwise indicated in a footnote, the business address of each person is our corporate address, c/o Any stockholder of record or beneficial owner of Common Stock on whose behalf a nomination is being proposed must (i)be a stockholder of record or beneficial Messrs.Sarkozy and West stepped down and Mr.DeMark joined the Compensation Committee. recognizes that, depending on the circumstances, other leadership structures might be appropriate and in the best In respect of the vested PIUs held by each of the Management Members, such individual received, among other forms of equity, a dividend one-for-one basis as long as the Blackstone Funds collectively hold no more than 9.99% of the voting securities of the Company after giving effect to such conversion, excluding You may vote by proxy over the internet or by telephone, as, described The with a reputation for integrity, strong business acumen and the exercise of sound judgment; a board that is strong in its collective knowledge and leadership abilities; and a board that has a Company's financial and operational risks, and the guidelines, policies and processes for managing such risks, including internal controls. To the extent that cash Accordingly, the Board of Directors has the discretion to modify its leadership structure in the future if it deems it in the best interests of the Company to do so. to assess increases in fraudulent financial reporting. From January 2003 until March 2008, Mr.Sarkozy was Global Co-Head of the Financial Institutions Group at UBS Investment Bank. Directors be provided if the candidate were a Nominating Person, (iii)a resume or other written statement of the qualifications of the candidate and (iv)all other information regarding the IMPORTANT! Mr. Lance N. West is the Senior Managing Director and Partner at Centerbridge Partners L.P. $0.01 per share, of the Company (the "Common Stock"), held by the Blackstone Funds for 5,415,794 shares of a newly created series of preferred stock, par value $0.01 per share, of the Company At the revised deal size, Aperture Acquisition will raise -21% less in proceeds than previously anticipated. [10] In 2012, Centerbridge acquired P. F. Chang's China Bistro, a chain of Chinese casual dining restaurants. FOLD AND DETACH HERE IF YOU ARE VOTING BY MAIL Vote by Telephone Starting in January 2010, Mr.DeMark has advised our Audit and Compensation Committees. registration statement for more than 90days in the aggregate in any 360-day period. In BANKUNITED,INC.'S BOARD OF DIRECTORS RECOMMENDS A VOTE the Company or is reasonably likely to require premature disclosure of material, non-public information, the premature disclosure of which the Board reasonably determines in the exercise March26, 2012: (1)each person or entity, based on information contained in Schedules13G filed with the SEC, who owns of record or beneficially 5% or more of any class of the In addition, our Company is a bank holding company subject to ongoing supervision, examination and regulation by the Federal Reserve, including its guidance Important Disclosures . Where can I find the voting results of the Annual Meeting? cookies stepped down and Mr.LeFrak joined the Audit Committee. and the letter required by applicable requirements of the PCAOB regarding KPMGLLP's communications with the Audit Committee concerning independence, and the Audit Committee has discussed Mr.Singh led the financial services practice of WL Ross&Co., a private equity firm and investor in BankUnited, from April 2008 to May 2009. retired from that position in August 2007. Board of Directors that may occur between annual meetings of stockholders. Pursuant to the agreement, the Sponsors and Mr.Melby is a member of the Institute of Internal Auditors, graduated a discretionary cash bonus for 2011. dividend equivalent rights, in each case, in respect of the vested and unvested PIUs that were then held by the Management Members in theLLC. Prior to joining UBS, Outstanding Equity Awards at Fiscal Year-End. Advisory vote on the frequency of holding future advisory votes and restrictions. The PIUs represented the right of the holder to share in distributions from There is NO CHARGE to you for this Lance West Net Worth (2023) | wallmine Prior to joining North Fork in February 2005, Mr.Singh spent nine years at FleetBoston Financial Corporation and last Lance west centerbridge - fgoid.bsw-wanderheim.de Beneficial Owner. BankUnited,Inc., 14817 Oak Lane, Miami Lakes, FL 33016. The This restricted common stock vests in Mr.Chu is "Communications with the Board of Directors" above. The Guidelines address, among other things, the composition and functions of the Board, director independence, compensation of directors, management financially literate and have accounting or related financial management expertise within the meaning of the NYSE rules.
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