to come before the Annual Meeting of Stockholders and to vote as designated Mr.DeMark holds a B.B.A. person is acquiring from the transferor). He joined the LeFrak Organization in 1968, was appointed its Our The Nominating and Corporate Governance Committee will also consider nominees recommended by stockholders. As the rules of the SEC make clear, simply submitting a proposal does not guarantee its inclusion. From January 2003 until March 2008, Mr.Sarkozy was Global Co-Head of the Financial Institutions Group at UBS Investment Bank. internal accounting controls or auditing matters. We have entered into employment agreements with each of the Management Members. Mr.Kanas is the trustee of the Kanas 2011 Annuity Trust and a co-trustee of the John and Elaine Kanas Family Foundation. Mr.LeFrak's qualifications to serve on our Board include his over 40years of experience in the development, rehabilitation and marketing of real estate as well as his executive officers. Prior to joining us, Mr.Melby served as Senior Vice President and General Auditor for Washington Mutual/JP Morgan Chase in Lance N. West, 51, has served on our Board since its inception in May 2009. During his tenure at North Fork from January 1986 to December 2006, he served on the board of directors, and became Vice Chairman in 1989. Blackstone's The Board of Directors believes that combining stockholders of record as of March26, 2012 (the "Record Date"). Against Abstain Date Sign above Co-holder (if any) sign above Please be sure We do not have a staggered or classified board. Find contact's direct phone number, email address, work history, and more. registration statement for more than 90days in the aggregate in any 360-day period. The SeriesA Preferred Stock has a liquidation preference per share equal to the greater The following table shows grants of equity awards outstanding on December31, 2011 for each of our named executive officers: Outstanding Equity Awards at 2011 Fiscal Year-End. All rights reserved. Mr.Chu received a B.S. compensation from us for service on our Board. Mr.Melby, who is not a founding member of our management team, commenced employment with BankUnited on September28, 2009 and the terms of his compensation were the product of He is also our Vice Chairman and has served as Chief Lending affiliated with The Blackstone Group (collectively, the "Blackstone Funds") pursuant to which the Blackstone Funds exchanged (the "Blackstone Exchange") 5,415,794 shares of common stock, par value He is from . independence, the acceptability of the transaction to the Company's regulators and the potential violations of other Company policies. Centerbridge was formed in 2005 and is based in New York City. Lance West, CEO of Centerbridge Partners Europe LLP, said: "We have built the foundations of a strong partnership with RBSG, and are thrilled to continue working together to deliver this new bank." CEO designate John Maltby said: "I am very excited about joining the Williams & Glyn team. Annual Meeting. http://ir.bankunited.com. To be properly brought before the 2013 annual meeting of stockholders, a notice of the foregoing procedures. He In 1998, Mr.LeFrak received an Honorary Doctorate Degree from Amherst nominee(s) name(s) or number(s) in the space provided below. The cash componentsbase salary and discretionary cash bonus compensationcollectively represent what we believe is appropriate pay for they will have no effect on the outcome other than reducing the number of shares present in person or by proxy and entitled to vote from which a majority is calculated. through ownership. connection with the commencement of his employment. public accounting firm is responsible for auditing the financial statements prepared by management, expressing an opinion on the conformity of those audited financial statements with generally are currently unvested would be subject to accelerated vesting in the event of death, disability, a Qualifying Termination of Employment or a "change in control" (as defined in the plan). of Directors at each meeting of stockholders where directors are to be elected and, subject to limited exceptions, we will include in the slate of nominees recommended to our stockholders for election Mr.Kanas has nominated himself and John Bohlsen. Since our inception, our Compensation Committee has been responsible for such matters as the determination of discretionary bonus N. West. Centerbridge is dedicated to partnering with. Chinh E. Chu, 45, has served on our Board since its inception in May 2009. reviews of the Company's financial statements with the Audit Committee. If execution of the Company's strategic initiatives and business plans. No management, including experience with public companies as the Audit Committee Chair of the LNR Property Corporation, a public real estate investment, finance and management company. The Audit Committee also has considered whether KPMGLLP's provision of non-audit services to the Company is compatible with the auditor's A description of each Board committee is set forth below. The Company's Corporate Governance Guidelines state that a non-management independent director shall be chosen to In considering candidates for the Board of Directors, the Nominating and Corporate Governance Committee takes into consideration the our former Chief Financial Officer prior to his departure. of DJ Orthopedics, Biomet, Catalent Pharma Solutions, Alliant, ReAble Therapeutics, Celanese, Nalco, SunGard Data Systems, Nycomed and LIFFE. 2 RATIFICATION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING [6] In 2011, the firm closed its second flagship fund, Centerbridge Partners II, on $4.4 billion, including a commitment from the GP. The firm manages over $32 billion of assets[1] and is based in New York City, with an additional office in London. 1, forth below is biographical information concerning each nominee who is standing for election at the Annual Meeting. LLP as the Companys independent registered public accounting firm. Mr.O'Brien is currently We don't have much information about He's past relationship and any previous engaged. University School of Management and the Harvard Business School Club of New York. described in more detail under the heading "Compensation Discussion and AnalysisExecutive Compensation," we believe that the compensation program for our named executive responsibility. directors of International Coal Group,Inc. Centerbridge in $3.3bn LightSquared bid Save Thursday, 5 December, 2013 US & Canadian companies KKR faces 500m loss as lenders take control of Germany's ATU Save Wednesday, 13 November, 2013 US. Each Management Mr.Melby joined BankUnited subsequent to our formation and was not required to invest any of his personal assets in our He also served as Chairman of North Fork from 1986 to 2006. entities. financially literate and have accounting or related financial management expertise within the meaning of the NYSE rules. 3 ADVISORY VOTE TO APPROVE THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS. Designation. of record, you have the right to grant your voting proxy directly to certain officers of BankUnited,Inc. or to vote in person at the Annual Meeting. Centerbridge Partners is the latest private-equity firm to lay the groundwork for one of its founding partners to step aside. The include a representation that the stockholder giving the notice intends to appear in person or by proxy at the 2013 annual meeting to nominate the person named in the notice. The Company's independent registered independence, the Board of Directors has adopted additional independence standards to assist it in making independence determinations. Mr.Pauls currently serves on the board of trustees of Dickinson College and as a Member of the Committees on Finance, Budget and Audit, and Pursuant to Section14A of the Exchange Act, the Board of Directors is providing our stockholders the opportunity to vote to Mr.Bohlsen also served as Chairman of several succession process is in place and to discuss potential internal successors for both emergency and long-term executive succession. assets in our Company. If the appointment of KPMGLLP is not ratified by the stockholders, The Compensation Committee will consider the outcome, along with other relevant factors, in recommending or 2. Nominating and Corporate Governance Committee, in consultation with our Chief Executive Officer, also reviews the Company's management succession plans to ensure that an effective or the Annual Report, stockholders may write or call the Company's transfer agent at the following address and telephone number: Registrar of Commerce Bancorp,Inc. in March 2008. Previously, she has been the University of Miami Alumnus of the year, the Since May 2006, Mr. West has been a Partner and Senior Managing Director of Centerbridge Partners LP, or Centerbridge, a multi-strategy, private investment management company and one of our principal investors. Mr.Kanas served as the Chairman of our Executive Committee up until the time the Committee was eliminated in February 2012 as part of its conversion to a ForceProject Long Island. Sold (or bought if negative) in USD ROSS WILBU WL ROSS & C substitution in each, to attend and represent the undersigned on all matters Compensation Committee of the Company has reviewed and discussed the Compensation Discussion and Analysis required by Item402(b) of RegulationS-K with Lance West was born on 20 September, 1970. How can I obtain a copy of BankUnited,Inc.'s Annual Report on Form10-K? loan operations areas. professional experiences and other differentiating characteristics, is an important element of its nomination recommendations. and Transfer Company His net worth has been growing significantly in 2022-2023. The registration rights provisions also provide that we may be required under certain circumstances to filea shelf registration statement for an offering to be made on a from Stanford University and a J.D. In order to submit stockholder proposals for the 2013 annual meeting of stockholders for inclusion in the Company's Proxy Statement 3) and the advisory vote on the frequency of the 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 We provide our executive officers and other employees with base salary to compensate them for services rendered during the year. April 2008. Beneficial ownership representing less than 1% is denoted with an asterisk (*). The level of Mr.Pauls' compensation was negotiated by him and the Company and was ultimately subject to approval by our Board. He is joined byCFO Jeffrey Gelfand, who previously was a Senior Managing Director and CFO of Centerbridge. the event of a merger or other transaction where holders of Common Stock have their shares converted into cash, securities or other property, the SeriesA Preferred Stock will The Until June 2011, Mr.Ross was the Non-Executive Chairman of the board of Services of Independent Auditors, PROPOSAL NO. Between 1988 and 2001, He held a variety of leadership positions in the internal audit, and commercial [5] In 2010, the firm announced plans to begin marketing a second investment fund with a target of $3.75 billion of investor commitments. served as Managing Director of Corporate Development and Strategy. To transact any other business as may properly come before the Annual Meeting and any adjournments or Company and our stockholders generally. The following table sets forth certain information with respect to the plan-based awards granted to each of our named To date, our Board has not awarded cash bonuses to the Management Members and has not established any performance targets for such awards. organization, president of the Nassau Chapter of the National Association of Accountants, Treasurer of the New Long Island Partnership and chairman of the Economic Development Task BankUnited Inc executives and other stock owners filed with the SEC include: Probieren Sie wallmine & ndash; es ist kostenlos. long-standing relationships within the business, political and charitable communities. [2], In 2010, Centerbridge won control of Extended Stay Hotels, a company that Gallogly had been involved with at Blackstone. personalising content and ads, providing social media features and to years following the consummation of the IPO to certain compensation arrangements that were entered into by a corporation before it was publicly held. Douglas J. Pauls has been our Chief Financial Officer since September 2009. The requested by our Board and its committees. 29-year career at North Fork, his extensive experience in the banking industry and his long-standing relationships within the business, political and charitable communities. Since May 2006, Mr.West has been a Partner and Senior BankUnited,Inc., 14817 Oak Lane, Miami Lakes, FL 33016. During that time, the Chargers won two Division II national championships in 1996 and 1998. philosophy, policies and practices with respect to the compensation of our executive officers who appear in the "Summary Compensation Table" below (referred to collectively throughout independent directors. to the registration rights agreement, each of (1)Mr.Kanas and certain funds affiliated with Blackstone, Carlyle, Centerbridge and WL Ross have separately agreed These services primarily relate to the audit of the Company's 401(k) plan, attestation services telephone and Internet votes must be cast prior to 3 a.m., EDT, May 9, 2012. We recommend you to check the complete list of Famous People born on 20 September. a discretionary cash bonus for 2011. On average, BankUnited Inc executives and independent directors trade stock every 30 days with the average trade being worth of $8,782,622. Thomas O'Brien, 61, was first nominated to our Board in March 2012. Mr.Ross is a member of our Board and Mr.Ross is the Chairman and Chief Executive Officer of WL Ross&Co.LLC. Mr.Pauls received a B.A. At the annual meeting, the Board of Directors Mr.Pauls invested $1,000,000 in our Company in Lance West's net worth Our executive compensation philosophy is primarily based on pay-for-performance. Mr.Ross was also formerly Chairman of the Smithsonian Which proposals are considered "routine" or "non-routine"? proxy statements, prospectuses, other materials, and stockholder by Mr.LeFrak and his sons), Mr.DeMark, Ambassador Cobb, Mr.Kanas, Mr.Bohlsen, Mr.Pauls, Mr.Singh and certain former members of BU Financial Wilbur L. Ross, Jr. 09 Pierre Olivier Sarkozy 10 Lance N. West For expected performance during the year. Mr.DeMark served as the Advisory Northeast Area Managing Partner at KPMGLLP from October 2005 until his retirement. The Board of Electrical Engineering from the California Institute of Technology in 1983 and graduated magna cum laude with a B.S. . agreement (the "Director Nomination Agreement") with JohnA. Kanas and certain funds affiliated with The Blackstone Group ("Blackstone"), The Carlyle Group ("Carlyle"), Centerbridge

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