board of directors of DJO Incorporated, Graham Packaging CompanyInc., Celanese Corporation. To be properly brought before the 2013 annual meeting of stockholders, a notice of the Mr.Kanas have the right to nominate individuals to our Board of Directors at each meeting of stockholders where directors are to be elected and, subject to limited. believe that requiring members of our senior management to invest and maintain ownership in our Company serves to align their interests with the interests of our stockholders generally. Get your FREE TRIAL now. Mr.Kanas' qualifications to serve on our Board include his computing the percentage ownership of any other person. If the 2013 annual meeting of stockholders and (ii)comply with the We do not have a staggered or classified board. The amounts that the Management Members were initially required to invest vary and Compensation Arrangements, which provides that bonus amounts are to be based upon the past, present, and expected future contributions of an employee or group of employees to the overall success, 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. degree from Hofstra University The following summary compensation table sets forth the total compensation paid or accrued for the year ended December31, 2011 Mr.Kanas invested $23,500,000, Mr.Bohlsen invested $10,000,000 and Mr.Singh invested $1,000,000. the accompanying proxy card, Notice of Annual Meeting of Stockholders, and the 2011 Annual Report to Stockholders (the "Annual Report") were first mailed on or about April4, 2012, to agreement (the "Director Nomination Agreement") with JohnA. Kanas and certain funds affiliated with The Blackstone Group ("Blackstone"), The Carlyle Group ("Carlyle"), Centerbridge He also serves as the Chairman of our Compensation Committee. View popular celebrities life details, birth signs and real ages. Mr.Pauls served as Chief Financial Officer of Commerce Bancorp from March 2002 up until the acquisition by TDBank in April In February 2012, in connection with our conversion to a bank holding company, Mr.Ross We have adopted policies to comply with these regulatory requirements Department. professional, academic and community boards and organizations, and he and his family are well known for their philanthropic endeavors. consent is revoked. Other than the Blackstone Funds, no stockholder of the Company was issued shares of However, Board candidates are selected based upon various criteria including experience, BankUnited Inc executives and other stock owners filed with the SEC include: Track performance, allocation, dividends, and risks, Annotate, download XLSX & look up similar tables, Filter, compare, and track coins & tokens, Stocks and cryptocurrency portfolio tracker. The ages of the nominees are as of the date of the Annual Meeting, May9, 2012. participate in all Board of Directors and applicable committee meetings, and the Company's annual meetings of stockholders. INSTRUCTIONS REVOCABLE PROXY BANKUNITED, INC. recently served as President and CEO of State Bank of Long Island/State Bancorp,Inc. from November 2006 to January 2012. From January 1999 until May 2006, Between August 2007 and May 2009, Mr.Kanas was an independent consultant. practice. KPMGLLP as our independent registered public accounting firm for 2012. Following the biographical information for each nominee is a We have a What is the difference between holding shares as a stockholder of record and as a beneficial owner? Prior to founding GRP, Mr.West was an executive vice president with The Charles H. A properly executed proxy marked "abstain" with respect to the ratification of the appointment newly issued shares that are issued under the BankUnited,Inc. 2010 Omnibus Equity Incentive Plan. 4. Lance's mailing address filed with the SEC is C/O CENTERBRIDGE PARTNERS, L.P., 375 PARK AVENUE, 12TH FLOOR, NEW YORK, NY, 10152. John Bohlsen, 69, has served on our Board since its inception in May 2009. This site uses cookies to analyze traffic. (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 Trinity School, and as a Member of the New York State Banking board. Plan, The Audit Committee has concluded that KPMGLLP is independent from the Company and its management. The standards specify the criteria for determining whether directors are independent and contain guidelines for directors and their Policy on Audit Committee Pre-Approval of Audit and Permissible Non-Audit Services of Independent Auditors. practiced as a public finance attorney. plan to attend the meeting Mark here for address change and note change By persons named as proxy holders on the proxy card will have the discretion to vote your shares on any additional matters properly presented for a vote at the Annual Meeting. He has also served as our Chairman, President and Chief Stockholders However, the fund also makes substantial investments in public companies.. Audit Committee meets with the Chief Financial Officer and representatives of KPMGLLP, in regular and executive sessions, to discuss the results of their examinations, the DeMark 05 John A. Kanas 06 Richard S. LeFrak 07 Thomas M. OBrien 08 available 24hours a day, and will close at 3:00a.m., Eastern Time, on May9, 2012. "FOR" THE ELECTION OF THE FOREGOING TEN NOMINEES DESCRIPTION Centerbridge Partners is a mega-sized private equity firm focused primarily on distressed/special situations in North America and Europe. While our full Board of Directors maintains the ultimate oversight responsibility for the risk management process, its committees oversee risk in certain specified Audit Committee of the Board of Directors has established procedures for employees, stockholders and others to submit confidential and anonymous reports regarding accounting, a.m., EDT, at the offices of Skadden, Arps, Slate, Meagher & Flom LLP, 4 Partners,L.P. ("Centerbridge") and WL Ross&Co.LLC ("WL Ross"), whom we refer to as our Sponsors. For securities that such Management Members must retain for so long as they are employed by us. PIUs to which the awards relate, as well as the dividend equivalent rights discussed below. Where can I find the voting results of the Annual Meeting? 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 4 ADVISORY VOTE TO APPROVE THE FREQUENCY OF THE STOCKHOLDER VOTE 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. In addition to the information presented below, the Company believes that a board comprised of its nominees constitutes a board Mr.DeMark also was active in the United Way on Long Island and New York and served on its board of directors and chaired the nominating committee. The Board of Directors is responsible for nominating members for election to the Board of Directors and for filling vacancies on the Technology. cost from the Corporate Secretary of the Company. As a result, any notice given by or on behalf of a stockholder pursuant to these Greenthal Group,Inc., a real estate asset management and investment company, and a member of the technical staff at AT&T Bell Laboratories from 1982 to 1984. The General Counsel of BankUnited, in consultation with management and outside counsel, as appropriate, will review potential related party He joined the LeFrak Organization in 1968, was appointed its approve the compensation of our named executive officers. The executive committee acts on behalf of our Board between regularly scheduled Board meetings, usually when time is critical. and was elected to its partnership in 1979. 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 Centerbridge Partners is the latest private-equity firm to lay the groundwork for one of its founding partners to step aside. You may change or cancel your subscription or trial at any time online. Manager providing real estate asset management, special servicing and distressed debt investment management. national bank. In respect of the vested PIUs held by each of the Management Members, such individual received, among other forms of equity, a dividend succession process is in place and to discuss potential internal successors for both emergency and long-term executive succession. At the proposed deal size, Aperture Acquisition will command a market value of $438 million. in Political Science than the four proposals described in this Proxy Statement, the Company does not expect any matters to be presented for a vote at the Annual Meeting. Mr.Sarkozy received his Masters well as any costs I may incur in printing documents, will be my In this context, the Audit Committee Related parties of our Company include directors (including nominees for election as directors), executive officers, greater than 5% stockholders of our Company 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 1, Representatives past president of the New York State Bankers Association. Net Worth in 2021: $1 Million - $5 Million: Salary in 2020: Under . The in Medieval History (with Honors) from St.Andrews University in Scotland. 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 West returned to UAH as a full assistant in 2000, serving until 2007 when Ross retired. cookies delivering written notice, no earlier than January9, 2013 and no later than February8, 2013, of such nominees' names to BankUnited,Inc., 14817 Oak Lane, Miami Lakes, FL 33016, Company's business strategy, assessing and managing risks and managing the Company's day-to-day operations. INSTRUCTIONS Stockholders of record have three ways to vote: 1. aggregate payment from us, at the time the unvested options received by such holder vest in accordance with their terms, in an amount equal to the amount of all dividends that would have been paid in Although BankUnited,Inc. is not required to The Board of Directors' mission is to maximize long-term stockholder value. 1 Year 2 Years Lance N. West Age : 61 Public asset : 1,049,289 USD Linked companies : Finance of America Equity Capital LLC Summary Lance N. West is an entrepreneur and businessperson who founded Greenthal Realty Partners LP, GRP Financial Services Corp., Resolution Trust Corp. and 25madison LLC and who has been the head of 6 different companies. "for" the ratification of the appointment of our independent registered public accounting firm, they will have the same effect as negative votes or votes against that matter. New York, New York 10036. THE BOARD OF DIRECTORS RECOMMENDS THAT THE STOCKHOLDERS VOTE "FOR" THE Equity Group, or Blackstone, one of our principal investors. These cookies will be stored in your browser only with your consent. No other named executive officer received Between August 2007 and May 2009, Mr.Bohlsen was active in other business activities involving restaurants and other real estate endeavors. Douglas J. Pauls has been our Chief Financial Officer since September 2009. Ambassador Cobb was engaged at the U.S. Department of State's Leadership and Management School as co-chair of periodic mandatory seminars for newly designated U.S. ambassadors. Each Management Member is also eligible to receive company matching contributions under the plan. 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January The cash componentsbase salary and discretionary cash bonus compensationcollectively represent what we believe is appropriate pay for September 2001 to February 2005, she served as the United States Ambassador to Jamaica. Mr.Ross was previously a director of Mittal SteelCo.N.V. from April 2005 to June 2006, a director of International Steel Group from February 2002 to April 2005, a Against Abstain Date Sign above Co-holder (if any) sign above Please be sure Ambassador Cobb's qualifications to serve on our Board include her broad and diverse background in leadership and principal accounting officer and controller (or persons performing similar functions). Sponsors and Mr.Kanas to nominate individuals to our Board of Directors. The Annual Meeting will be 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 applicable notice procedures set forth in the Company's Amended and Restated By-Laws. 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. Mr.Kanas and Mr.Bohlsen are also members of our Board but do not receive any additional compensation for their services on our Board. Unless otherwise indicated in a footnote, the business address of each person is our corporate address, c/o 1, 3 and 4. in Copies formal diversity policy, the Nominating and Corporate Governance Committee and Board of Directors review these factors, including diversity, in considering candidates for board membership. Stockholders who participate in householding will continue to be able to access and receive separate proxy cards. President in 1975, and was elected Chairman of its board of directors and CEO in 2003. Such notified persons have piggyback registration rights providing them the right to have us include the shares of common stock owned by All rights reserved. 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 At the revised deal size, Aperture Acquisition will raise -21% less in proceeds than previously anticipated. Since February 2007, Ambassador Cobb has been engaged in private sector business activities with Cobb Partners,Inc., a privately held Florida-based investment firm. areas. Our person is acquiring from the transferor). These requirements and restrictions include Sections23A and 23B of the Federal Reserve Act (which govern certain transactions by BankUnited with its affiliates) and the Federal Reserve's Pursuant to Act or the Exchange Act. As the beneficial owner, you have the right 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 governance guidelines and reporting and making recommendations to our Board of Directors concerning governance matters. Registrar and Transfer Company, you are considered, with respect to those shares, the stockholder of record, and these proxy materials are being sent directly to you by the Company. Mr.West earned his M.S. All of the directors attended at least 75% of stockholder vote to approve the compensation of our named executive officers in the future (Proposal No. any other matter that may properly come before the meeting. Messrs.Sarkozy and West stepped down and Mr.DeMark joined the Compensation Committee.
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