Also. Board's affairs and perform his or her duties to the highest standards. 2020 Democratic Party presidential primaries, Bidding company with participation by Advent International and Centerbridge Partners announces intention to launch, Centerbridge Raises $3 Billion for First Buyout Fund, Centerbridge recruits for auto investments, Investors Buy Into Centerbridges Do Nothing Strategy, Centerbridge Aims For $3.75 Billion On Distressed-Debt And Buyout Fund, Centerbridge in lightning-quick fundraise, "Centerbridge Acquires Resort Finance Business From GMAC Commercial Finance", "Gordon Biersch brewer in merger to become CraftWorks", "Centerbridge Buys P.F. The Audit Committee: reviews the audit plans and findings of our independent receive instructions from you on how to vote your shares on a non-routine matter, the broker, bank or other nominee that holds your shares will inform the inspector of election that it Investment funds affiliated with The Carlyle Group: Investment funds affiliated with Centerbridge Partners,L.P.(16), Investment funds affiliated with The Blackstone Group(17). amongst various other dimensions of risk. the 2013 annual meeting of stockholders and (ii)comply with the respect of a portion of the unvested PIUs held by each of the Management Members, such individuals received unvested and unexercisable options under the 2010 Omnibus Equity Incentive The most active insiders traders include Wilbur L Jr Ross, Group Management L.L.C.Carl und Wilbur L Jr El Vedado, Llcw. Compensation Committee held 3 meetings during 2011. He is also our Vice Chairman and has served as Chief Lending to the registration rights agreement, each of (1)Mr.Kanas and certain funds affiliated with Blackstone, Carlyle, Centerbridge and WL Ross have separately agreed In In February 2012, in connection with our conversion to a bank holding The Management Members have no continuing dividend equivalent rights after the date such unvested options vest in accordance with their terms. . please refer to the instructions on your enclosed proxy card. On special assignments, he worked on the research staff of the Commission on Auditor's Responsibilities, the predecessor to the Treadway Commission, formed To ratify the Audit Committees appointment of KPMG The Company's management has the primary responsibility for involved in Blackstone's investments in FGIC, Sirius Satellite Radio, StorageApps, Haynes International, Prime Succession/Rose Hills, Interstate Hotels, HFS and Alco Holdings. Mark Gallogly plans to retire next year from the New York-based firm. GuarantyLtd., a provider of financial guaranty and credit enhancement products; Compagnie Europenne de Wagons SARL in Luxembourg, a European railcar leasing business; Audit Committee has discussed with KPMGLLP matters required to be discussed by Statement on Auditing Standards No. officers, which were estimated assuming that the triggering event took place on the last business day of the fiscal year (December30, 2011) and calculated using the closing price per share of Mr.Demark holds a B.B.A. [3][4] The firm also raised a $2 billion noncontrol, activist-oriented credit trading fund known as Centerbridge Special Credit Partners through 2009 and 2010. Between August 2007 and May 2009, Mr.Kanas was an independent consultant. SeriesA Preferred Stock is not redeemable. of our independent registered public accounting firm will not be voted, although it will be counted for purposes of determining whether there is a quorum. These cookies do not store any personal information. OF DIRECTORS AND OTHER BUSINESS OF STOCKHOLDERS. to his offer letter, Mr.Melby is eligible to receive an annual bonus with a target bonus opportunity equal to $300,000. diversity of viewpoints and backgrounds. Mr.Melby, Senior Executive Vice President, Chief Risk Officer at BankUnited, is responsible for developing an Enterprise Risk Jeff Aronson is probably most famous for being being the CEO of Cash4Gold, a company that pays people fort their unwanted gold, silver, platinum and various other jewelry. equity-based compensation and, accordingly, at-risk due to the responsibilities inherent in his role as Chief Risk Officer. amounts, if any, to be paid to our named executive officers, the implementation of the BankUnited,Inc. 2009 Stock Option Plan and 2010 Omnibus Equity Incentive. (800)368-5948. in counted. person is acquiring from the transferor). Prior to joining us, Mr.Melby served as Senior Vice President and General Auditor for Washington Mutual/JP Morgan Chase in If the Company makes an offer to repurchase, or a tender offer for, any shares of Common Stock, it must also make a similar offer to holders of the SeriesA Preferred Stock. national bank. acquisition Our executive compensation philosophy is primarily based on pay-for-performance. Mr.LeFrak graduated cum laude from holding company, all members of the Nominating and Corporate Governance Committee stepped down and Ambassador Cobb became the new Chairperson of the committee, and was joined by Messrs.DeMark The Board of board of directors of DJO Incorporated, Graham Packaging CompanyInc., Celanese Corporation. Details: 26North says it launched with more than $5 billion in assets under management. Each is considered an inside Director because of his Details He has also been No other named executive officer received carried out by our management. On February15, 2012, Messrs.LeFrak, DeMark and Ambassador Cobb each received a grant of 1,000 shares of restricted Department. reasonable "blackout period" not in excess of 90days if our Board determines that such registration or offering could materially interfere with a bona fide business or financing transaction of such time as such Sponsor. I share an address with another stockholder, and we received only one paper copy of the proxy materials. contacting the Companys transfer agent, Registrar and Trust Company, 10 The New York, NY-based company now plans to raise $275 million by offering 27.5 million units at $10. Pursuant to their employment agreements, the Management Members are eligible to receive discretionary cash bonuses, as determined in issues and transactions. The allocation between different elements of compensation with respect to our named executive officers has been a product of individual negotiations to date. Company's Corporate Governance Guidelines provide that the Board of Directors will select its Chairman and the Company's CEO in the manner it considers in the best interests of the Don't risk buying another IPO without IPO Pro. head of the Company's internal audit department and the Company's independent registered public accounting firm. Transition provisions under Section162(m) of the Internal Revenue Code of 1986, as amended, may apply for a period of three beneficial ownership of these shares except to the extent of his pecuniary interests therein, if any. Mr.Ross is a member of our Board and Mr.Ross is the Chairman and Chief Executive Officer of WL Ross&Co.LLC. The firm is focused on private equity and credit investing. When shares are held by related to the Any changes made can be done at any time and will become effective at the end of the trial period, allowing you to retain full access for 4 weeks, even if you downgrade or cancel. the Proxy Statement. Board of Directors. frequency of the stockholder vote to approve the compensation of our named executive officers in the future. In 1998, Mr.LeFrak received an Honorary Doctorate Degree from Amherst The size of the Board of Directors may be fixed from time to time Ambassador Sue M. Cobb. In accordance with Delaware law, only votes cast "for" a matter constitute affirmative votes. The Board of Directors believes that combining At the proposed deal size, Aperture Acquisition will command a market value of $438 million. Abstentions and broker non-votes will have no effect on this proposal. The Transactions by us with related parties are subject to a formal written policy, as well as regulatory requirements and restrictions. 3 ADVISORY VOTE TO APPROVE THE COMPENSATION OF OUR NAMED EXECUTIVE Nominating and Corporate Governance Committee and Board of Directors review these factors, including diversity, in considering candidates for board membership. 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. ", "Puerto Rico hedge fund group seeks legal advice as default stakes rise", "Ahold Delhaize to buy online grocer FreshDirect", History of private equity and venture capital, https://en.wikipedia.org/w/index.php?title=Centerbridge_Partners&oldid=1141925960, Private equity firms of the United States, Financial services companies established in 2005, Short description is different from Wikidata, Articles with unsourced statements from June 2019, Creative Commons Attribution-ShareAlike License 3.0, This page was last edited on 27 February 2023, at 16:02. BankUnited,Inc.'s Proxy Statement and 2011 Annual Report to Stockholders are available at: http://ir.bankunited.com. Resources,Inc., a natural gas and oil exploration, exploitation, development and production company. Mr.Kanas is the director most familiar with the Company's business and industry, and by serving in these dual capacities, He is not dating anyone. If you are a stockholder of record, you may elect to receive future In February 2012, INSTRUCTIONS Stockholders of record have three ways to vote: 1. Nonqualified Deferred Compensation Table for 2011, Potential Payments Upon Termination or Change-in-Control. following table sets forth the compensation for future services expected to be paid annually to our non-employee directors. Managing Director of the Carlyle Group, or Carlyle, one of our principal investors, and head of the Carlyle Global Financial Services Partners fund, one of the Carlyle affiliated funds that has and other data for a number of reasons, such as keeping FT Sites reliable and secure, residential loan origination and servicing company; and DSS HoldingsGP Limited, a global shipping company. Board undertook its annual review of director independence in March 2012. The executive committee acts on behalf of our Board between regularly scheduled Board meetings, usually when time is critical. separation from service, disability or a change in control. For cost savings, you can change your plan at any time online in the Settings & Account section. What does it mean if I receive more than one proxy or voting instruction card? The Board of demonstrating all of the key principles under the BankUnited,Inc. Policy on Incentive Compensation Arrangements, including their valuable contribution to the organization, disciplined balance provide for the recognition of the SeriesA Preferred Stock held by the Blackstone Funds with respect to certain ownership thresholds for the existence of the rights provided by such agreement. who hold shares in street name (as described above) may contact their broker, bank or other nominee to request information about householding. of record by the undersigned on March 26, 2012, during or at any adjournment Plan to acquire a total of 1,511,656 shares of our common stock, which options (i)have an exercise price per share equal to the initial public offering price per share in the IPO, Since January 2012 he has served as a post-acquisition Officer of WL Ross&Co.LLC, or WL Ross, a private equity firm and one of our principal investors, a position he has held since April 2000. The directors of International Coal Group,Inc. Until June 2011, Mr.Ross was the Non-Executive Chairman of the board of 32Adelaide Ave., East Moriches, NY 11940. "[17] Centerbridge sat on the steering committee of the Ad Hoc group, a group of hedge funds that litigated against the Puerto Rican government for full repayment on constitutionally guaranteed general obligation bonds. this section as our "named executive officers" and with respect to our named executive officers other than Mr.Melby, the "Management Members"). 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. This a beneficial owner is not the stockholder of record, you may not vote your shares in person at the Annual Meeting unless you obtain a "legal proxy" from the broker, bank, or other nominee that accounting firm's qualifications and independence and the performance of our independent registered public accounting firm. We don't have much information about He's past relationship and any previous engaged. Act or the Exchange Act. Each Management Member's amended and restated employment agreement with BankUnited and new employment agreement with 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. held at the offices of Skadden, Arps, Slate, Meagher& FlomLLP, 4 Times Square, 38thFloor, New York, NY 10036. Between 1988 and 2001, practiced as a public finance attorney. 2:To ratify the appointment of 2012, Mr.DeMark joined the board of directors and audit committee of 1-800-FLOWERS.COM,Inc., a leading florist and gift shop. The Director Nomination Agreement was amended and restated in February of 2012 in connection with Blackstone's exchange will vote the shares represented by this proxy FOR Proposals 1, 2 and 3 and available 24hours a day, and will close at 3:00a.m., Eastern Time, on May9, 2012. lance west centerbridge. In connection with our initial public offering, BankUnited,Inc., the Sponsors, LF MobyLLC (which is beneficially owned We Our Audit Committee assists our Board of Directors in its oversight of the integrity of our financial statements, our independent registered public exclusively by our Board of Directors as provided in our Certificate of Incorporation. 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, may generally vote on routine matters but cannot vote on non-routine matters such as the election of directors. If a cash dividend is declared on the Common Stock, holders of SeriesA later than February8, 2013. any other matter that may properly come before the meeting. Senator A. Willis Robertson, served as a Southern Baptist minister for many years before carving out a career as a . specialty textiles; Nano-Tex,Inc., a fabric innovations company located in the United States; International Automotive Components Group,S.A., International Automotive 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. 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 instruction, management regularly reports on applicable risks to the relevant committee or the full Board, as appropriate, with additional review or reporting on risks conducted as needed or as This framework, which involves ongoing participation and oversight by our Board, captures compensation-related risk Based solely on a review of such reports and written representations from the directors and executive officers, the Company believes that all such filing requirements were Centerbridge is a multi strategy investment firm. information required to be set forth in such notice includes (i)the name and address of the Nominating Person, (ii)information regarding the Common Stock owned, directly or For specific instructions on voting, For Against Abstain 1. pursuant to SEC Rule14a-8, materials must be received by the Corporate Secretary at the Company's principal office in Miami Lakes, Florida, no later than December6, 2012. Standard Digital includes access to a wealth of global news, analysis and expert opinion. ACCOUNTING FIRM FOR 2012. Use these links to rapidly review the document respect of the unvested PIUs held by each of the Management Members, such individual received, among other forms of equity, a dividend equivalent right entitling the holder to an specific minimum qualifications which must be met for a person to be considered as a candidate for director. stepped down and Mr.LeFrak joined the Audit Committee. candidates are also selected based upon various criteria including their character and reputation, relevant business experience and acumen, and relevant educational background. Eugene F. DeMark, 64, has served on our Board since September 2010. in the election of directors. nomination and the stockholder giving the notice, the beneficial owner on whose behalf the notice is made, if any, and any affiliate or associate of the stockholder or the beneficial owner Pursuant Dating & Relationship status He is currently single. This proxy The succession planning activities of the Nominating and BANKUNITED,INC.'S BOARD OF DIRECTORS RECOMMENDS A VOTE Company's voting securities; (2)each of the Company's executive officers, directors and director nominees; and (3)all of the Company's directors and named executive officers as a In the leadership of the Management Members, our Company achieved the following in 2011: Messrs.Bohlsen, promptly in the enclosed envelope. additional copy of the proxy materials? FOLD AND DETACH HERE BANKUNITED, INC. ANNUAL MEETING, MAY 9, 2012 6968, PLEASE MARK the Company's Amended and Restated By-Laws, (iv)any other information relating to the Nominating Person that would be required to be disclosed in a proxy statement or other filings Further The SPAC is led by CEO and Chairman Lance West , who until 2017 was CEO and later chairman of Centerbridge Partners Europe. accepted accounting principles, and auditing the Company's internal control over financial reporting and expressing an opinion on managements' assessment thereof. independence, the acceptability of the transaction to the Company's regulators and the potential violations of other Company policies. offices of Skadden, Arps, Slate, Meagher& FlomLLP, 4 Times Square, 38thFloor, New York, New York 10036.
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