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): April 23, 2013 (April 19, 2013)

 


 

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))

 

 

 



 

Item 5.02                                           Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

 

(b)           On April 19, 2013, Richard LeFrak notified the Board of Directors of BankUnited, Inc. (the “Company”) that he will not stand for re-election to the Company’s Board of Directors at its 2013 Annual Meeting of Stockholders. Mr. LeFrak’s decision is for personal reasons as a result of increased demands relating to ongoing professional activities at the Lefrak Organization and did not involve a disagreement with the Company on any matter relating to the Company’s operations, policies or practices.

 

Item 8.01              Other Events.

 

On April 19, 2013, the Board of Directors of the Company approved Michael J. Dowling as a director nominee to stand for election at the 2013 Annual Meeting of Stockholders. Subject to election by the Company’s stockholders, Mr. Dowling will fill the vacancy that will be created by Richard LeFrak’s decision not to stand for re-election as described herein.  Mr. Dowling’s service is subject to any applicable regulatory consents or non-objection.

 

A copy of the press release of the Company announcing Mr. Dowling as a director nominee and Mr. LeFrak’s decision to not stand for re-election is filed as Exhibit 99.1 hereto and incorporated herein by reference.

 

Item 9.01              Financial Statements and Exhibits.

 

(d)           Exhibits.

 

Exhibit
Number

 

Description

 

 

 

99.1

 

Press release dated April 23, 2013

 

2



 

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: April 23, 2013

BANKUNITED, INC.

 

 

 

/s/ LESLIE LUNAK

 

Name:

Leslie Lunak

 

Title:

Chief Financial Officer

 

3



 

EXHIBIT INDEX

 

Exhibit
Number

 

Description

 

 

 

99.1

 

Press release dated April 23, 2013

 

4


Exhibit 99.1

 

BANKUNITED NOMINATES MICHAEL J. DOWLING

FOR ELECTION TO ITS BOARD OF DIRECTORS

 

Dowling to replace founding board member Richard S. LeFrak who is stepping down

 

Miami Lakes, Fla. April 23, 2013 — BankUnited, Inc. (NYSE: BKU) announced today that Richard S. LeFrak, who has served on the board since the company’s inception in 2009, will not stand for re-election at the annual meeting of stockholders on May 23, 2013. The determination was made by Mr. LeFrak who will be making a significant time commitment to increased professional activities at the LeFrak Organization.

 

BankUnited’s Chairman, President and CEO John A. Kanas said, “We are truly appreciative of Richard’s valuable advice over the past four years.  We will miss having the benefit of his experience as well as his presence on our board.”

 

The Board has nominated Michael J. Dowling for election at the May meeting as a director of the company to fill the vacancy that will be left by Mr. LeFrak’s departure.  Mr. Dowling is currently president and chief executive officer of the North Shore-LIJ Health System, the largest integrated healthcare system in New York State with total revenue of more than $7 billion and a total workforce of more than 46,000 employees.

 

“Michael Dowling is a proven leader and visionary in the fields of healthcare and public service,” Kanas said.  “His demonstrated ability to understand and navigate complex issues such as the current healthcare environment while also striving to best serve consumers’ needs will bring valuable insight to the Board as BankUnited continues to grow.”

 

Mr. Dowling also served in New York State government for 12 years, including seven years as State Director of Health, Education and Human Services and Deputy Secretary to the Governor. He was also Commissioner of the New York State Department of Social Services.

 

Mr. Dowling’s many honors include receiving the Distinguished Public Service Award from the State University of New York’s Nelson A. Rockefeller College of Public Affairs and Policy, the Alfred E. Smith Award from the American Society for Public Administration, the National Human Relations Award from the American Jewish Committee and the Ellis Island Medal of Honor.  The native of Limerick, Ireland also was honored with the Gold Medal from the American Irish Historical Society.

 

About BankUnited

 

BankUnited, Inc. is a $12.7 billion asset bank holding company. Its subsidiary, BankUnited, N.A., a national bank headquartered in Miami Lakes, Florida operated 97 branches in 15 Florida counties and 2 branches in the New York metropolitan area at March 31, 2013.

 

Contact:

Corporate Communications:

Mary Harris

305-817-8117

MHarris@BankUnited.com