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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 16, 2024 (May 15, 2024)

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)
 
(Registrant’s telephone number, including area code): (305) 569-2000
 
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:
 
☐                  Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐                  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐                  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐                  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
ClassTrading SymbolName of Exchange on Which Registered
Common Stock, $0.01 Par ValueBKUNew York Stock Exchange
Indicate by check mark whether the registrant is an emerging growth company 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 ☐
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 ☐





Item 5.07    Submission of Matters to a Vote of Security Holders.

On May 15, 2024, 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 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 2024.

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 shareholder 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 4, 2024. The results of such stockholder votes are set forth below.
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Proposal No. 1: All of the director nominees were elected to the Board based on the following votes:

NomineeForWithheldBroker Non-Vote
Tere Blanca65,761,090737,6744,115,381
John N. DiGiacomo66,292,884205,8804,115,381
Michael J. Dowling65,030,9831,467,7814,115,381
Douglas J. Pauls65,364,7041,134,0604,115,381
William S. Rubenstein66,292,084206,6804,115,381
Rajinder P. Singh65,572,251926,5134,115,381
Germaine Smith Baugh, Ed.D
66,278,833219,9314,115,381
Sanjiv Sobti, Ph.D.66,132,065366,6994,115,381
Lynne Wines65,475,1401,023,6244,115,381

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, 2024 received the following votes:

ForAgainstAbstainBroker Non-Vote
70,391,992206,25415,899—

Proposal No. 3: The advisory vote to approve the Compensation of the Company’s named executive officers received the following votes:

ForAgainstAbstainBroker Non-Vote
51,543,46114,883,42571,8784,115,381

Proposal No. 4: The advisory vote on the frequency of the shareholder 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
61,665,50521,3654,743,47168,4234,115,381

After taking into consideration the results of the vote on Proposal No. 4 and the Board's recommendation, as described in the Company's definitive proxy statement for the Annual Meeting, that shareholders 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 advisory vote each year in the future.
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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 16, 2024BANKUNITED, INC.
 /s/ Leslie N. Lunak
 Name:Leslie N. Lunak
 Title:Chief Financial Officer
3
v3.24.1.1.u2
Document and Entity Information Document
May 15, 2024
Document Information [Line Items]  
Entity Address, Address Line One 14817 Oak Lane,
Entity Incorporation, State or Country Code DE
Document Type 8-K
Document Period End Date May 15, 2024
Entity Registrant Name BankUnited, Inc.
City Area Code 305
Local Phone Number 569-2000
Written Communications false
Soliciting Material false
Pre-commencement Tender Offer false
Pre-commencement Issuer Tender Offer false
Entity Emerging Growth Company false
Entity File Number 001-35039
Entity Tax Identification Number 27-0162450
Entity Address, City or Town Miami Lakes,
Entity Address, State or Province FL
Entity Address, Postal Zip Code 33016
Amendment Flag false
Entity Central Index Key 0001504008
NEW YORK STOCK EXCHANGE, INC. [Member]  
Document Information [Line Items]  
Title of 12(b) Security Common Stock, $0.01 Par Value
Trading Symbol BKU
Security Exchange Name NYSE
BankUnited (NYSE:BKU)
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