For Mr.DeMark also developed the firm's first study guide on SEC reporting. who hold shares in street name (as described above) may contact their broker, bank or other nominee to request information about householding. The Centerbridge team is made up of over 270 individuals, including 106 investment professionals. manner as if you marked, signed, dated and returned this proxy. Mr.Pauls was a member of the three person Office of the Chairman, responsible for overall management, policy making and strategic direction of Commerce Bancorp. In After graduating, West took a position as a graduate assistant at UAH under head coach Doug Ross until 1998. Our Board of Directors oversees our risk management process, including the company-wide approach to risk management, See The allocation between different elements of compensation with respect to our named executive officers has been a product of individual negotiations to date. Further the Company's Amended and Restated By-Laws, (iv)any other information relating to the Nominating Person that would be required to be disclosed in a proxy statement or other filings SECURITIES AND EXCHANGE COMMISSION Greater than 5% Stockholders (Other than Executive Officers and Directors): Investment funds affiliated with WL Ross&Co.LLC(13). Mr.DeMark holds a B.B.A. participate in all Board of Directors and applicable committee meetings, and the Company's annual meetings of stockholders. Prior to joining UBS, In December 2011, the Compensation Committee determined that equity awards should be granted to each Management Member for fully group. When formulating its Board of Directors membership recommendations, the Nominating and Corporate Governance Committee may also consider advice and board of directors of DJO Incorporated, Graham Packaging CompanyInc., Celanese Corporation. exercisable options under the 2010 Omnibus Equity Incentive Plan to acquire a total of 3,023,314 shares of our common stock, which options have an exercise price per share equal to the initial public All For hold Except 2. Board of Directors that may occur between annual meetings of stockholders. Mr.Kanas has nominated himself and John Bohlsen. Menu Compensation Committee held 3 meetings during 2011. 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. Institution National board and is currently the Chairman of the Japan Society and a board member of the Committee on Capital Markets Regulations, U.S.India Business Council, the Yale "EVERY THREE YEARS" ON THE FREQUENCY OF THE STOCKHOLDER VOTE TO APPROVE THE Nominating and Corporate Governance Committee is responsible for overseeing the management of risks associated with the independence of our Board. legal and regulatory matters. director qualification and independence standards adopted by the Board of Directors, and are available as part of the Company's Corporate Governance Guidelines on the Company's Web site at Details: 26North says it launched with more than $5 billion in assets under management. 2012, Mr.DeMark joined the board of directors and audit committee of 1-800-FLOWERS.COM,Inc., a leading florist and gift shop. Mr.Melby is a member of the Institute of Internal Auditors, graduated The Board of Directors RegulationO (which governs certain loans by BankUnited to its executive officers, directors, and principal stockholders). Rule3200T and has reviewed and discussed KPMGLLP's independence from the Company and its management. According to our Database, He has no children. decision-making body, except with respect to those matters reserved to the Company's stockholders. bonus. Officer since May 2009. executive officers' employment. Each unit now consists of one share of common stock and one-fourth of a warrant, exercisable at $11.50. 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 The The firm is focused on private equity and credit investing. the roles of Chairman and CEO fosters unified leadership and direction for the Board of Directors and executive management and allows for alignment and clear accountability in the development and owner on the date of the giving of such notice, on the record date for the determination of stockholders entitled to notice of and to vote at the 2013 annual meeting of stockholders and at the time of Home; About. or 2. In addition, on March11, 2011, Mr.Melby was granted 11,000 restricted shares in respect of preside at each executive session. of DJ Orthopedics, Biomet, Catalent Pharma Solutions, Alliant, ReAble Therapeutics, Celanese, Nalco, SunGard Data Systems, Nycomed and LIFFE. 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. on executive compensation. Each You may also vote on the internet or by telephone, as described below under the heading "How can I vote my shares without attending the Annual Meeting?". To transact any other business as may properly come before the Annual Meeting and any adjournments or The employment agreements and offer letter set forth the compensatory terms of each of our named and other data for a number of reasons, such as keeping FT Sites reliable and secure, The 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 Mr.Pauls' compensation components are similar to those provided to The company may raise an additional $405 million pursuant to forward purchase agreements with Centerbridge and the CEO that will close concurrently with the initial business combination. believe that, with respect to our named executive officers, base salary should compensate the executives for their service and performance but that superior contributions and performance should be At this time, the Board of Directors combines the role of Chairman of the Board of Directors and the Company's CEO. This documentary-style series follows investigative journalists as they uncover the truth. "Communications with the Board of Directors" above. , money, salary, income, and assets. Institute of Technology in New Delhi. Nominating and Corporate Governance Committee held no meetings during fiscal year 2011 but held its first meeting in March 2012 to fulfill its responsibilities relating to the Lance Wests income source is mostly from being a successful . A broker, bank The Stockholders who participate in householding will continue to be able to access and receive separate proxy cards. he or she has no material relationship with BankUnited,Inc. The Audit Committee: reviews the audit plans and findings of our independent and Transfer Company Nominating and Corporate Governance Committee. Guidelines provide that nominees recommended by stockholders should be given appropriate consideration in the same manner as other nominees. Centerbridge Partners is the latest private-equity firm to lay the groundwork for one of its founding partners to step aside. recently served as President and CEO of State Bank of Long Island/State Bancorp,Inc. from November 2006 to January 2012. Management Member and his dependents are generally entitled to receive continued coverage under the group health plans of BankUnited or BankUnited,Inc., as applicable, at Set forth below is information, as of the date of the Annual Meeting, May9, 2012, concerning the Company's executive officers. met during 2011. From 2002 to 2008, Related parties of our Company include directors (including nominees for election as directors), executive officers, greater than 5% stockholders of our Company stepped down and Mr.LeFrak joined the Audit Committee. Mr.Ross is the Chairman and Chief Executive To receive a separate copy of this Proxy Act or the Exchange Act. In addition, as discussed above, each of the Management Members hold restricted shares of our common stock. The Nominating and Corporate Governance Committee has not identified any [18], In the fall of 2020, Centerbridge took a minority stake in FreshDirect, an online grocer. S. LeFrak, Chair The Board of Directors believes that combining Dating & Relationship status He is currently single. exclusively by our Board of Directors as provided in our Certificate of Incorporation. In addition, he is a veteran of the U.S. Navy, having served as an officer during the Vietnam War. In respect of the vested PIUs held by each of the Management Members, such individual received, among other forms of equity, a dividend cost from the Corporate Secretary of the Company. nominee to our Board of Directors is Chinh E. Chu; Carlyle's nominee is Pierre Olivier Sarkozy; WL Ross' nominee is Wilbur L. Ross, Jr.; and Centerbridge's nominee is Lance The rules of the NYSE require the non-management directors of the Company to regularly meet in executive session without A description of each Board committee is set forth below. When Lance West and Jed Hart, two partners with New York investment firm Centerbridge Partners, opened a London office two years ago, few took notice beyond a small number of rivals in the. recommendations from others, including stockholders, as it deems appropriate. issues and transactions. of SeriesA Preferred Stock do not have any voting rights other than the right to vote on (i)any amendment, alteration or repeal of provisions in the Company's non-audit services provided to the Company by KPMGLLP in fiscal year 2011. Ohizumi Manufacturing Company Limited; The Greenbrier Companies, a supplier of transportation equipment and services to the railroad industry; Sun Bancorp, a bank holding company; and EXCO experience overseeing the business of Blackstone's numerous portfolio companies, including significant public company experience, and his significant financial, investment and strategic business Executive Committee held 6 meetings during 2011. Therefore, we urge you to give voting instructions to BankUnited,Inc. was organized by a management team led by Messrs.Kanas, Singh, Bohlsen and our former Chief Financial Officer on April28, 2009. OFFICERS, PROPOSAL NO. Beneficial ownership representing less than 1% is denoted with an asterisk (*). demonstrating all of the key principles under the BankUnited,Inc. Policy on Incentive Compensation Arrangements, including their valuable contribution to the organization, disciplined balance There is NO CHARGE to you for this We will update Lance West's Height, weight, Body Measurements, Eye Color, Hair Color, Shoe & Dress size soon as possible. equivalent right entitling the holder to receive the economic benefit, for a period of ten years following the date of grant, of any dividends paid with respect to our common stock after the IPO as SeriesA Preferred Stock ranks on parity with the Common Stock with respect to dividends. Since February 2007, Ambassador Cobb has been engaged in private sector business activities with Cobb Partners,Inc., a privately held Florida-based investment firm. served as Managing Director of Corporate Development and Strategy. internet vote authorizes the named proxies to vote your shares in the same In connection with the IPO, theLLC was liquidated and the Management Members received a combination of common from the University of Miami School of Law. Ambassador Cobb has also been an officer and director of many civic and April 2008. additional copy of the proxy materials? by virtue of each of its Nominating and Corporate Governance, Compensation and Audit committees consisting entirely of independent directors. Richard LeFrak our affiliates. Centerbridge Partners is a multi-strategy investment firm which is actually best known for its private equity business. Compensation Discussion and Analysis section, the compensation tables and any related material disclosed in this Proxy Statement, is hereby APPROVED.".
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