agreements.). The independent directors also review Mr.Kanas' performance in his dual capacities of Chairman and CEO. 3 Years Abstain. SeriesA Preferred Stock ranks on parity with the Common Stock with respect to dividends. The firm is focused on private equity and credit investing. (ii)a candidate's reputation and prominence in his or her business, professional activities or community, including a well-known reputation for addressing important issues that the By Mail. Mark here if you The NJ07016, Attn: Investor Relations Department, (ii)by e-mail at info@rtco.com or (iii)by logging on to IRIS (Investor Relations Inquiry System) at Ambassador Cobb received a B.A. During his The Rebuttal of Control Agreements BankUnited,Inc. provide for severance payments and benefits, to the extent applicable, in the event of a termination of employment. Jeff Aronson Net Worth His net worth has been growing significantly in 2021-2022. The All director nominations and stockholder proposals must comply with the requirements of the Company's By-Laws, a copy of which may be obtained at no From January 1999 until May 2006, PLEASE READ THE INSTRUCTIONS BELOW Your vote is important! held at the offices of Skadden, Arps, Slate, Meagher& FlomLLP, 4 Times Square, 38thFloor, New York, NY 10036. In addition, the Company's governance structure is strengthened Beneficial Owners. September 2001 to February 2005, she served as the United States Ambassador to Jamaica. The Company's Corporate Governance Guidelines state that a non-management independent director shall be chosen to In this context, the Audit Committee The Audit Committee reviews the Company's financial reporting process on behalf of the Board of Directors. card for you to use. India Asset Recovery Fund and Japan Real Estate Recovery Fund, a member of the Investment Committee of the Taiyo Funds and the Chairman and Chief Executive Officer of Invesco Private Capital. We may postpone the filing of such a registration statement or suspend the effectiveness of any registration statement for a HoldingsLLC (the "LLC"), our parent company prior to the reorganizations consummated in connection with our IPO. The As Since abstentions will not be votes cast John Bohlsen, 69, has served on our Board since its inception in May 2009. tenure as the Company's Chairman and CEO. Because broker non-votes are not considered entitled to vote, may elect to have the vote held annually, every two years or every three years, or you may abstain. received, whether by telephone, internet or by mail, will be the vote employment as a senior executive of the Company. Richard LeFrak The firm invests in both control ( private equity and public debt with a "loan-to-own" strategy) and non . From December 2006 through April board of directors of DJO Incorporated, Graham Packaging CompanyInc., Celanese Corporation. after giving effect to such sale, their respective retained equity (including vested and unvested equity, including options) has a value that is less than five times their respective base salary. of Certified Public Accountants (AICPA) and the New York State Society of Certified Public Accountants. Our Audit Committee assists our Board of Directors in its oversight of the integrity of our financial statements, our independent registered public Mr.Ross is also Chairman of: International Textile Group,Inc., a global, diversified textile provider that produces automotive safety, apparel, government uniform, technical and The New York, NY-based company now plans to raise $275 million by offering 27.5 million units at $10. In accordance with Delaware law, only votes cast "for" a matter constitute affirmative votes. Mr.Kanas has nominated himself and John Bohlsen. Shares held in street name may be voted in person by you only if you obtain a signed proxy Earlier in his career, Mr.Pauls was a Senior Manager in the Audit Department of Ernst& Young in Philadelphia and Pittsburgh, Pennsylvania. Centerbridge is dedicated to partnering with. For a full comparison of Standard and Premium Digital, click here. What happens if I do not give specific voting instructions? Times Square, 38th floor, New York, NY 10036, on May 9, 2012. April 2008. The Director Nomination Agreement was amended and restated in February of 2012 in connection with Blackstone's exchange shares of SeriesA Preferred Stock will automatically convert into shares of Common Stock on a one-for-one basis in the hands of such non-affiliate. Mr.Chu is the final prospectus relating to our IPO not to effect any sales pursuant to Rule144 under the Securities Act of any of our equity securities. Ambassador 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. Board Aperture Acquisition had planned to target fintech, business services, real estate services, and related technology and . Mr.Pauls served as Chief Financial Officer of Commerce Bancorp from March 2002 up until the acquisition by TDBank in April Directors We don't have much information about He's past relationship and any previous engaged. Mr.Sarkozy's qualifications to serve on our Board include his extensive experience working with depository Mr.West earned his M.S. 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 to the Company's Amended and Restated By-Laws. available 24hours a day, and will close at 3:00a.m., Eastern Time, on May9, 2012. Mr.O'Brien served as a Director of the Federal Home Loan Bank of New York from 2008 to 2012 and served as Chairman of NY Bankers Association. The Company has enclosed or sent a proxy designated "SeriesA Nonvoting Convertible Preferred Stock" (the "SeriesA Preferred Stock"). internal accounting controls or auditing matters. 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 KPMGLLP as our independent registered public accounting firm for 2012. The allocation between different elements of compensation with respect to our named executive officers has been a product of individual negotiations to date. Details Mr.Melby did not previously hold PIUs and had instead been awarded stock options to The Management Members previously held equity-based compensation in the form of profits interest units, or PIUs, in BU Financial Compensation Discussion and Analysis section, the compensation tables and any related material disclosed in this Proxy Statement, is hereby APPROVED.". Language links are at the top of the page across from the title. Proxy Statement, the terms of which are incorporated by reference, and revoke If the broker, bank or other nominee that holds your shares does not The his performance in the 2010 fiscal year. Eugene DeMark (Chairman) The Nominating and Corporate Governance Committee in 2011 was comprised of Messrs.Ross (Chairman), Chu, Sarkozy and West, each of whom qualifies as an Centerbridge Partners is a multi-strategy private investment firm focused on leveraged buyouts and distressed securities. determination of grant amounts, vesting terms and exercise prices. has met and held discussions with management and KPMGLLP, the Company's independent registered public accounting firm, regarding the fair and complete presentation of the Company's financial Aperture Acquisition, a blank check company targeting financials, business services, real estate, and tech, lowered the proposed deal size for its upcoming IPO on Friday. Investment funds affiliated with The Carlyle Group: Investment funds affiliated with Centerbridge Partners,L.P.(16), Investment funds affiliated with The Blackstone Group(17). FOLD AND DETACH HERE BANKUNITED, INC. ANNUAL MEETING, MAY 9, 2012 6968, PLEASE MARK Management framework to identify, manage and mitigate risks across our Company. Ambassador Cobb has also been an officer and director of many civic and Board of Directors has also adopted a written policy governing the approval of related party transactions that complies with all applicable requirements of the SEC and the NYSE company, Messrs.Sarkozy and West stepped down and Mr.DeMark joined the Compensation Committee. Proxy Statement. Company and our stockholders generally. Centerbridge Over Troubled Waters: New Fund Mixes Buyouts, Bad Debt - WSJ U.S. 10 Yr Crude Oil 66.18 0.84% Yen 131.87 0.03% DJIA Print Edition World Latin America U.S. U.S. Video What's News. continuous basis pursuant to Rule415 of the Securities Act. For biographical information regarding Mr.Bohlsen, see page 9. So, how much is Lance West worth at the age of 53 years old? SeriesA Preferred Stock is not redeemable. New York, New York 10036. THREE YEARS for Proposal 4 and in the discretion of the proxy holders on Connecticut, Louisiana and Texas and a national direct deposit gathering franchise. According to our Database, He has no children. Chinh E. Chu, 45, has served on our Board since its inception in May 2009. you for your support of BankUnited,Inc. Offices of Skadden, Arps, Slate, Meagher& FlomLLP when the named executive officer commenced employment with us or BankUnited, as applicable. 10 Commerce Drive Accordingly, our executive compensation programs are The 4 Times Square, 38thfloor Outstanding Equity Awards at Fiscal Year-End. served as Managing Director of Corporate Development and Strategy. 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. Centerbridge Partners, L.P. is a private investment management firm employing a flexible approach across investment disciplinesfrom private equity to credit and related strategies, and real. statements, including any significant financial items and changes in accounting policies, with our senior management and independent registered public accounting firm; reviews our financial risk and RESOLUTION APPROVING THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS. Change the plan you will roll onto at any time during your trial by visiting the Settings & Account section. PLEASE COMPLETE, Eugene F. DeMark The firm manages over $32 billion of assets [1] and is based in New York City, with an additional office in London. The Audit Committee conducts its risk oversight in a variety ability to defer compensation in excess of annual IRS limits that are applicable to our qualified 401(k) plan. printed materials to me regarding any future stockholder meeting until such also served on Capital One's ALCO and brand board. following reasons: You 1:To elect ten directors identified 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 The Company's business and affairs are managed under the direction of the Board of Directors which is the Company's ultimate Pursuant to May9, 2012. The Company's Director Independence Standards contain the formal In connection with the Blackstone Exchange, In addition to the information presented below, the Company believes that a board comprised of its nominees constitutes a board Representatives March 2002, Mr.Pauls served as the Chief Accounting Officer of Commerce Bancorp, its Senior Vice President from January 1999 to April 2006 and its Executive Vice President from April 2006 to Out of these, the cookies that are categorized as necessary are stored on your browser as they are essential for the working of basic functionalities of the website. The most recent stock trade was executed by Kevin A. Malcolm on 6 March 2023, trading 1,406 units of BKU stock currently worth $49,505. executive officers during 2011. in Electrical Engineering from Tufts University in 1982. To consider such other business as may properly BankUnited,Inc.'s directors are elected each year by the stockholders at the [7] This was followed by a closing of its $2bn second Special Credit Partners fund in March 2012. We By-Laws, stockholders who wish to nominate a candidate for consideration by the Nominating and Corporate Governance Committee for election at the 2013 annual meeting may do so by Society of the Friendly Sons of Saint Patrick in the City of New York, and is founder and sole benefactor of Galway Bay Foundation,Inc. Mr.O'Brien received a B.A. PROPOSAL NO. In 2011, Mr.DeMark received an annual retainer fee equal to $100,000 and Ambassador Cobb received an annual retainer fee equal to $50,000. For Stockholders sharing an address can request The Nominating and Corporate Governance Committee's Stockholder of Record. You may vote by either marking, signing and returning the enclosed proxy card or using telephone or internet voting, if available. BankUnited, Inc., with total assets of $35.0 billion at December 31, 2020, is the bank holding company of BankUnited, N.A., a national bank headquartered in Miami Lakes, Florida with 70 banking centers in 14 Florida counties and 4 banking centers in the New York metropolitan area at December 31, 2020. nominated by the Board of Directors. entities. indirect nature of the director's, executive officer's or related party's interest in the transaction, the appearance of an improper conflict of interests for any director or executive officer of the required to be disclosed in a proxy statement or other filings made with the SEC in connection with the solicitation of proxies for director elections. Blackstone Funds cannot sell, transfer or otherwise dispose of any shares of SeriesA Preferred Stock except (i)to an affiliate of The Blackstone Group or to the (Continued, and to be marked, dated and signed, on the other side) 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 Commerce Drive, Cranford, New Jersey 07016, and that costs normally Institute of Technology in New Delhi. seek stockholder approval of this appointment, the Board of Directors believes it to be sound corporate governance to do so. John Bohlsen 02 Chinh E. Chu 03 Ambassador Sue M. Cobb 04 Eugene F. In addition, certain of our investors entered into Rebuttal of Control Agreements with the OTS in connection with their initial investments in us. performance, and level of individual responsibilities. succession process is in place and to discuss potential internal successors for both emergency and long-term executive succession. International Speaker, Author, Life and Business Coach. additional copy of the proxy materials? our conversion to a bank holding company, we eliminated the Executive Committee. Each 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 reviews of the Company's financial statements with the Audit Committee. issuance of stock options and other awards under our stock plans. analyse how our Sites are used. internet vote authorizes the named proxies to vote your shares in the same please refer to the instructions on your enclosed proxy card. ENVELOPE OR PROVIDE YOUR INSTRUCTIONS TO VOTE VIA THE INTERNET OR BY Ten directors will be elected at this year's Annual Meeting. SEC or subject to the liabilities of Section18 of the Exchange Act, except to the extent that the Company specifically incorporates it by reference into a document filed under the Securities skills, expertise, diversity, personal and professional integrity, character, business judgment, time availability in light of other commitments, dedication, conflicts of interest and such other consent is revoked. may directly contact such directors by delivering such correspondence to such directors (or the entire Board) in care of the Company's Corporate Secretary at BankUnited,Inc., 14817 Oak Lane, The most active insiders traders include Wilbur L Jr Ross, Group Management L.L.C.Carl, and Wilbur L Jr El Vedado, Llcw. Mr.Kanas holds a B.A. options or warrants held by that person that are currently exercisable or exercisable within sixty days of March26, 2012. of its good faith judgment would not be in the best interests of the Company; provided that we shall not postpone the filing of a registration statement or suspend the effectiveness of any
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