Document


 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 
 
 FORM 8-K
 

 
CURRENT REPORT
Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934
 
Date of Report (Date of earliest event reported): May 24, 2018 (May 23, 2018)

 

BankUnited, Inc.
(Exact name of registrant as specified in its charter)
 
Delaware
 
001-35039
 
27-0162450
(State of Incorporation)
 
(Commission File Number)
 
(I.R.S. Employer Identification No.)
 
14817 Oak Lane
Miami Lakes, FL 33016
(Address of principal executive offices) (Zip Code)
 
(305) 569-2000
(Registrant’s telephone number, including area code)
 
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
 
o    Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
o                  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
o                  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
o                  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in as defined in Rule 405 of the Securities Act of 1933 (§230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2).
Emerging growth company o
 
 
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act o


 





Item 5.07                                       Submission of Matters to a Vote of Security Holders.
On May 23, 2018, BankUnited, Inc. (the "Company") held its annual meeting of stockholders (the "Annual Meeting") and the following proposals were voted on:
Proposal No. 1:     To elect ten directors to the Company’s Board of Directors (the “Board”) to serve until the next annual meeting of stockholders and until that person’s successor is duly elected and qualified, or until that person's earlier death, resignation or removal.
Proposal No. 2:     To ratify the appointment of KPMG LLP as the Company’s independent registered public accounting firm for 2018.
Proposal No. 3:     To hold an advisory vote to approve the compensation of the Company's named executive officers.
Proposal No. 4:     To hold an advisory vote on the frequency of the stockholder vote to approve the compensation of the Company's named executive officers in the future.
Each proposal is described in detail in the Company’s definitive proxy statement for the Annual Meeting, filed with the Securities and Exchange Commission on April 6, 2018. The results of such stockholder votes are set forth below.
Proposal No. 1: All of the director nominees were elected to the Board based on the following votes:
Nominee
For
Withheld
Broker Non-Vote
Tere Blanca
89,934,134
27,221
5,516,520

Eugene F. DeMark
89,928,871
32,484
5,516,520

Michael J. Dowling
89,930,399
30,956
5,516,520

John A. Kanas
89,684,807
276,548
5,516,520

Douglas J. Pauls
89,931,820
29,535
5,516,520

A. Gail Prudenti
89,932,557
28,798
5,516,520

William S. Rubenstein
89,931,089
30,266
5,516,520

Rajinder P. Singh
89,931,329
30,026
5,516,520

Sanjiv Sobti, Ph.D.
89,932,539
28,816
5,516,520

Lynne Wines
89,930,879
30,476
5,516,520

Proposal No. 2: The proposal to ratify the appointment of KPMG LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2018 received the following votes:
For
Against
Abstain
Broker Non-Vote
94,516,550
935,318
26,007
—
Proposal No. 3: The advisory vote to approve the compensation of the Company's named executive officers received the following votes:
For
Against
Abstain
Broker Non-Vote
88,116,264
1,781,966
63,125
5,516,520
Proposal No. 4: The advisory vote on the frequency of the stockholder vote to approve the compensation of the Company's named executive officers in the future received the following votes:
Every One Year
Every Two Years
Every Three Years
Abstain
Broker Non-Vote
88,416,588
24,671
1,459,490
60,606
5,516,520
After taking into consideration the results of the vote on Proposal 4 and the Board's recommendation, as described in the Company's definitive proxy statement for the Annual meeting, that stockholders vote to hold an advisory vote on the




compensation of the Company's named executive officers each year, the Company intends to hold such an an advisory vote each year in the future.




SIGNATURE
 
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
 
 
 
 
 
 
Dated:
May 24, 2018
BANKUNITED, INC.
 
 
 
 
 
/s/ Rajinder P. Singh
 
 
Name:
Rajinder P. Singh
 
 
Title:
President and Chief Executive Officer