BankUnited Inc.
05/21/2026 | Press release | Distributed by Public on 05/21/2026 14:58
Proxy Results, Management Change/Compensation (Form 8-K)
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On May 21, 2026, at the annual meeting of the shareholders (the "Annual Meeting") of BankUnited, Inc. (the "Company"), the shareholders of the Company approved the BankUnited, Inc. Amended and Restated 2023 Omnibus Equity Incentive Plan (the "Amended Plan"). The Amended Plan replaces in its entirety the BankUnited, Inc. 2023 Omnibus Equity Incentive Plan which was approved by the Company's shareholders in May 2023.
Under the Amended Plan, the Company may grant restricted stock, restricted stock units, stock options, stock appreciation rights, performance shares, deferred shares, other forms of equity-based awards and cash awards. The Amended Plan increases the number of shares available for issuance thereunder by 1,500,000 shares of common stock of the Company, par value $0.01 per share (the "Common Stock") to a total of 2,301,549 shares of Common Stock (plus any shares that are subject to an award previously granted under the Amended Plan that is forfeited, cancelled, exchanged or surrendered, settled in cash or that otherwise terminates or expires without a distribution of shares to the participant) and extends the termination date from May 16, 2033 to May 21, 2036. In connection with the approval of the Amended Plan, the Company will file a Registration Statement on Form S-8 with the Securities and Exchange Commission (SEC). The Amended Plan and a description of the material terms of the Amended Plan were included in the Company's Definitive Proxy Statement on Schedule 14A (the "Proxy Statement") which was filed with the SEC on April 10, 2026 and which are incorporated herein by reference.
The foregoing description of the Amended Plan does not purport to be complete and is qualified in entirety by reference to the complete text of the Amended Plan, which is attached hereto as Exhibit 10.1.
Item 5.07 Submission of Matters to a Vote of Security Holders.
On May 21, 2026, the Company held the Annual Meeting where the following proposals were voted on:
Proposal No. 1: To elect nine directors to the Company's Board of Directors (the "Board") to serve until the next annual meeting of shareholders 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 Deloitte & Touche LLP as the Company's independent registered public accounting firm for 2026.
Proposal No. 3: To hold an advisory vote to approve the compensation of the Company's named executive officers.
Proposal No. 4: To approve the BankUnited, Inc. Amended and Restated 2023 Omnibus Equity Incentive Plan.
Each proposal is described in detail in the Proxy Statement, and the results of the shareholders' votes are set forth below:
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Proposal No. 1: All of the nine director nominees were elected to the Board based on the following votes:
| Nominee | For | Withheld | Broker Non-Vote | ||||||||
| Tere Blanca | 60,221,482 | 853,635 | 6,891,801 | ||||||||
| John N. DiGiacomo | 60,953,296 | 121,821 | 6,891,801 | ||||||||
| Michael J. Dowling | 59,641,937 | 1,433,180 | 6,891,801 | ||||||||
| Douglas J. Pauls | 59,697,042 | 1,378,075 | 6,891,801 | ||||||||
| William S. Rubenstein | 60,941,363 | 133,754 | 6,891,801 | ||||||||
| Rajinder P. Singh | 60,245,317 | 829,800 | 6,891,801 | ||||||||
| Germaine Smith Baugh, Ed.D | 60,462,503 | 612,614 | 6,891,801 | ||||||||
| Sanjiv Sobti, Ph.D. | 59,527,530 | 1,547,587 | 6,891,801 | ||||||||
| Lynne Wines | 59,562,512 | 1,512,605 | 6,891,801 | ||||||||
Proposal No. 2: The proposal to ratify the appointment of Deloitte & Touche LLP as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2026 received the following votes:
| For | Against | Abstain | ||||||
| 67,952,223 | 7,163 | 7,532 | ||||||
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 | ||||||||
| 54,673,360 | 6,236,321 | 165,436 | 6,891,801 | ||||||||
Proposal No. 4: The proposal to approve the BankUnited, Inc. Amended and Restated 2023 Omnibus Equity Incentive Plan received the following votes:
| For | Against | Abstain | Broker Non-Vote | ||||||||
| 36,175,265 | 23,906,092 | 993,760 | 6,891,801 | ||||||||
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BankUnited Inc. published this content on May 21, 2026, and is solely responsible for the information contained herein. Distributed via EDGAR on May 21, 2026 at 20:58 UTC. If you believe the information included in the content is inaccurate or outdated and requires editing or removal, please contact us at [email protected]