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): March 6, 2012 (February 29, 2012)

BankUnited, Inc.

(Exact name of registrant as specified in its charter)

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 1.01              Entry into a Material Definitive Agreement.

Blackstone Exchange Agreement

On February 29, 2012, BankUnited, Inc. (the “Company”) entered into an exchange agreement (the “Exchange Agreement”) with funds affiliated with The Blackstone Group (collectively, the “Blackstone Funds”) pursuant to which the Blackstone Funds exchanged (the “Blackstone Exchange”) 5,415,794 shares of common stock, par value $0.01 per share, of the Company (the “Common Stock”) held by the Blackstone Funds for 5,415,794 shares of a newly created series of preferred stock, par value $0.01 per share, of the Company designated “Series A Nonvoting Convertible Preferred Stock” (the “Series A Preferred Stock”).  Other than the Blackstone Funds, no shareholder of the Company was issued shares of Series A Preferred Stock.

As a result of the Blackstone Exchange, the Blackstone Funds’ aggregate voting interest in the Company was reduced to approximately 9% of the total voting power of the Company.  Including the 5,415,794 shares of Series A Preferred Stock in the aggregate issued to the Blackstone Funds in the Blackstone Exchange, the Blackstone Funds continue to collectively hold approximately 14% of the total equity of the Company.

Terms of the Series A Preferred Stock

The designation, preferences and rights of the Series A Preferred Stock are set forth in the Certificate of Designation, Preferences and Rights of the Series A Preferred Stock (the “Certificate of Designation”), filed with the Secretary of State of the State of Delaware on February 29, 2012.   The Board of Directors of the Company authorized a total of 5,416,000 shares of Series A Preferred Stock for issuance.

The Series A Preferred Stock ranks on parity with the Common Stock with respect to dividends.  If a cash dividend is declared on the Common Stock, holders of Series A Preferred Stock are entitled to receive the same per share cash dividend as the holders of Common Stock.  The Series A Preferred Stock has a liquidation preference per share equal to the greater of (i) $0.01 and (ii) the amount that one share of Common Stock would receive in a liquidation event.

Holders of Series A Preferred Stock do not have any voting rights other than the right to vote on (i) any amendment, alteration or repeal of provisions in the Company’s governing documents that would adversely affect the rights or preferences of the Series A Preferred Stock and (ii) the consummation of a reorganization event where the Series A Preferred Stock is not converted or otherwise treated according to its terms.

The Blackstone Funds can voluntarily convert, or the Company can request that the Blackstone Funds convert, shares of Series A Preferred Stock into Common Stock on a one-for-one basis as long as the Blackstone Funds collectively hold no more than 9.99% of the voting securities of the Company after giving effect to such conversion, excluding for the purpose of this calculation any reduction in ownership resulting from transfers by the Blackstone Funds of Common Stock.

If the Blackstone Funds transfer any shares of Series A Preferred Stock to a non-affiliate in a transfer permitted under the following paragraph, the transferred shares of Series A Preferred Stock will automatically convert into shares of Common Stock on a one-for-one basis in the hands of such non-affiliate.

The Blackstone Funds cannot sell, transfer or otherwise dispose of any shares of Series A Preferred Stock except (i) to an affiliate of The Blackstone Group or to the Company, (ii) in a widespread public distribution of Common Stock or Series A Preferred Stock, (iii) in a transfer in which no transferee or group of transferees would receive 2% or more of any class of the Company’s voting securities, or (iv) to a transferee that would control more than a majority of the Company’s voting securities (not including voting securities such person is acquiring from the transferor).

In the event of a merger or other transaction where holders of Common Stock have their shares converted into cash, securities or other property, the Series A Preferred Stock will automatically convert into the securities, cash or property that the holders of Common Stock would receive in such transaction, subject to certain limitations specified

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in the Certificate of Designation.  If the Company makes an offer to repurchase, or a tender offer for, shares of Common Stock, it must also make a similar offer to holders of the Series A Preferred Stock.

The Series A Preferred Stock is not redeemable.

Amended and Restated Director Nomination Agreement

As previously disclosed, the Company is a party to that certain Director Nomination Agreement, by and among the Company, John Kanas, the Company’s Chairman and Chief Executive Officer, affiliates of The Blackstone Group, affiliates of the Carlyle Group, affiliates of Centerbridge Partners LP and affiliates of WL Ross & Co. LLC (the “Director Nomination Agreement”), pursuant to which the shareholders party to such agreement were granted the right to nominate individuals to the Company’s Board of Directors.  In connection with the Blackstone Exchange, on February 29, 2012, the Company and the shareholders party thereto amended and restated the Director Nomination Agreement (the “A&R Director Nomination Agreement”) in order to provide for the recognition of the Series A Preferred Stock held by the Blackstone Funds with respect to certain ownership thresholds for the existence of the rights provided by such agreement.

Amendment No. 1 to Registration Rights Agreement

As previously disclosed, the Company is a party to that certain Registration Rights Agreement, by and among the Company and the shareholders of the Company party thereto (the “Registration Rights Agreement”), pursuant to which certain shareholders of the Company (including the Blackstone Funds) were granted registration rights with respect to the Common Stock.  In connection with the Blackstone Exchange, on February 29, 2012, the Company and certain of the shareholders party thereto entered into an amendment to the Registration Rights Agreement (“Amendment No. 1 to Registration Rights Agreement”) in order to provide the Blackstone Funds with substantially the same rights under the Registration Rights Agreement, as amended, with respect to the Series A Preferred Stock as the Blackstone Funds currently have with respect to the Common Stock (other than the right to list the Common Stock on a U.S. securities exchange).

The foregoing description of the Exchange Agreement, the A&R Director Nomination Agreement, Amendment No. 1 to Registration Rights Agreement and the Certificate of Designation is a summary and does not purport to be a complete description of the terms of such documents. The foregoing description is qualified in its entirety by reference to the Exchange Agreement, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated by reference herein, the A&R Director Nomination Agreement, which is filed as Exhibit 10.2 to this Current Report on Form 8-K and incorporated by reference herein, Amendment No. 1 to Registration Rights Agreement, which is filed as Exhibit 10.3 to this Current Report on Form 8-K and incorporated by reference herein, and the Certificate of Designation, which is filed as Exhibit 3.1 to this Current Report on Form 8-K and incorporated by reference herein.

Item 3.02              Unregistered Sales of Equity Securities.

The information set forth in Item 1.01 above under the headings “Blackstone Exchange Agreement” and “Terms of the Series A Preferred Stock” is incorporated by reference herein.

The shares of Series A Preferred Stock issued in the Blackstone Exchange were issued in a private placement under Section 4(2) of the Securities Act of 1933, as amended.

Effective February 29, 2012, pursuant to the terms of the Merger Agreement, dated as of June 2, 2011, by and between the Company and Herald National Bank (“Herald”), as amended (the “Merger Agreement”), a wholly-owned national banking subsidiary of the Company merged with and into Herald, with Herald continuing as the surviving bank and a wholly-owned subsidiary of the Company (the “Merger”).  Upon the consummation of the merger (the “Effective Time”), the Company entered into a Supplemental Warrant Agreement with Herald (the “Supplemental Warrant Agreement”) pursuant to which the Company accepted all of Herald’s rights and assumed all of Herald’s obligations under the Stock Warrant Agreement, dated as of November 24, 2008, by Herald in favor of the parties listed on Exhibit A thereto (the “Herald Warrant Agreement”).  Warrants to purchase a total of 1,834,160 shares of Herald common stock, par value $1.00 per share, at an exercise price of

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approximately $9.47 per share were outstanding prior to the Effective Time.  Pursuant to the Supplemental Warrant Agreement, each warrant issued pursuant to the Herald Warrant Agreement will continue to have, and be subject to, the same terms and conditions set forth in the Herald Warrant Agreement immediately prior to the Effective Time, except that upon exercise a warrant holder will receive approximately 0.08 shares of Common Stock and $1.73 in cash for each share of Herald common stock that the holder would have been entitled to receive upon exercise prior to the Effective Time.

The foregoing description of the Herald Warrant Agreement and the Supplemental Warrant Agreement does not purport to be a complete description of the terms of such documents. The foregoing description is qualified in its entirety by reference to the Herald Warrant Agreement, which is filed as Exhibit 10.4 to this Current Report on Form 8-K and incorporated by reference herein, and the Supplemental Warrant Agreement, which is filed as Exhibit 10.5 to this Current Report on Form 8-K and incorporated by reference herein.

Item 3.03              Material Modification to Rights of Security Holders.

The information set forth in Item 1.01 above under the heading “Terms of the Series A Preferred Stock” is incorporated by reference herein.

Item 5.03              Amendments to Articles of Incorporation or Bylaws.

The information set forth in Item 1.01 above under the heading “Terms of the Series A Preferred Stock” is incorporated by reference herein.

Item 8.01              Other Events.

On February 29, 2012, the Company issued a press release announcing that it has completed its acquisition of Herald, that BankUnited, a wholly-owned subsidiary of the Company, has converted its charter from a thrift to a national bank now named BankUnited, National Association, and that in connection with the foregoing, the Company has become a bank holding company.  A copy of the press release is attached as Exhibit 99.1 hereto and is incorporated by reference herein.

Item 9.01              Financial Statements and Exhibits.

(d) Exhibits.

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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.

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EXHIBIT INDEX

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Exhibit 10.1

EXCHANGE AGREEMENT

This EXCHANGE AGREEMENT (the “Agreement”) is made this 29th day of February, 2012, by and among BANKUNITED, INC., a Delaware corporation (the “Company”), and BLACKSTONE CAPITAL PARTNERS V L.P., a Delaware limited partnership, BLACKSTONE CAPITAL PARTNERS V-AC L.P., a Delaware limited partnership, BLACKSTONE FAMILY INVESTMENT PARTNERSHIP V L.P., a Delaware limited partnership, and BLACKSTONE PARTICIPATION PARTNERSHIP V, L.P., a Delaware limited partnership (each, an “Investor” and, together, the “Investors”).

Recitals

A.            The Investors are, as of the date hereof, the beneficial owners of an aggregate number of 13,721,131 shares of the common stock of the Company, par value of one cent ($0.01) per share (the “Common Stock”), with the number of such shares owned by each such Investor being set forth with respect to each Investor on Schedule A.

B.            The Company and the Investors desire to exchange a portion of the Common Stock held by each of the Investors for a like number of newly issued shares of the Company’s preferred stock designated as the “Series A Nonvoting Convertible Preferred Stock,” par value of one cent ($0.01) per share (“Series A Preferred Stock”), having the designation, preferences and rights set forth in the Certificate of Designation, Preferences and Rights of Series A Preferred Stock of the Company, a copy of which is attached as Exhibit A hereto (the “Certificate of Designation”).

Agreement

In consideration of the foregoing recitals and the mutual covenants and agreements set forth below, the parties to this Agreement, intending to be legally bound, agree as follows:

1.             Exchange.  On the terms and subject to the conditions set forth in this Agreement, and on and effective as of the date hereof, (i) the Company hereby agrees to issue to each Investor, in exchange for the aggregate number of shares of Common Stock indicated on Schedule A as being exchanged hereunder, a like number of shares of Series A Preferred Stock, and (ii) each Investor hereby agrees to deliver to the Company such number of shares of Common Stock in exchange for such shares of Series A Preferred Stock.

2.             Delivery of Shares.  On the date hereof, each Investor will cause the transfer and delivery to the Company or its designated agent of the aggregate number of shares of Common Stock to be exchanged hereunder, in each case as set forth on Schedule A.  Effective immediately upon such delivery (or in the event any certificates representing such shares of Common Stock to be so transferred for exchange have been lost, stolen or destroyed, effective immediately upon the delivery of a customary affidavit to such effect by the applicable Investor(s)), the Company shall cause to be issued to each such Investor the same number of shares of Series A Preferred Stock as the number of shares of Common Stock so transferred for exchange, and each such Investor shall be deemed to be a holder of such number of shares of Series A Preferred Stock, with all rights incident to ownership thereof, effective as of the date hereof.  Promptly, and in any event no later than the third business day following the date hereof,

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the Company will cause the delivery to each such Investor or its designated agent of (i) certificates representing the number of shares of Series A Preferred Stock so issued as of the date hereof and (ii) in the event that such Investor delivered Common Stock certificates representing a greater number of shares of Common Stock than the number to be transferred and surrendered for exchange pursuant hereto, a Common Stock certificate representing the excess of the number of shares evidenced by the Common Stock certificate(s) so delivered over the number of shares to be transferred and exchanged pursuant hereto.

3.             Representations and Covenants of the Company.

(a)           The Company hereby represents to the Investors that the Company has the power and authority, and has taken all necessary and proper action, to enter into and perform this Agreement and to consummate the transactions contemplated hereby.  This Agreement has been duly authorized, executed, and delivered by the Company and constitutes the valid and binding obligation of the Company, enforceable against it in accordance with its terms, except as limited by laws affecting the enforcement of creditor’s rights or equitable principles generally.

(b)           The shares of Series A Preferred Stock have been duly and validly authorized by all necessary action and, when issued and delivered in accordance with the terms of this Agreement, such Series A Preferred Stock will be duly and validly issued and fully paid and nonassessable, and will not be issued in violation of any preemptive rights.

(c)           The shares of Common Stock issuable by the Company upon conversion of the Series A Preferred Stock into Common Stock have been duly and validly authorized by all necessary action and, when issued and delivered in accordance with the terms of the Series A Preferred Stock, such Common Stock will be duly and validly issued and fully paid and nonassessable, and will not be issued in violation of any preemptive rights.

(d)           In light of the fact that the shares of Series A Preferred Stock will automatically convert into shares of Common Stock upon transfer to a non-Affiliate (“Affiliate” has the meaning set forth in 12 C.F.R. § 225.2(a) or any successor provision) of the holder of such Series A Preferred Stock as provided in the Certificate of Designation, the Company agrees that it shall not commence or, subject to the fiduciary duties of the Company’s board of directors and compliance with applicable securities laws, recommend, endorse or facilitate any tender offer or exchange offer for the Common Stock unless the offeror with respect thereto shall have offered the same consideration per share to the holders of the Series A Preferred Stock as such offeror is offering to the holders of the Common Stock.

4.             Representations of Each Investor.  Each of the Investors hereby represents to the Company as follows:

(a)           Such Investor has the power and authority, and has taken all necessary and proper action to enter into and perform this Agreement and to consummate the transactions contemplated hereby.

(b)           This Agreement has been duly authorized, executed, and delivered by such Investor and constitutes the valid and binding obligation of such Investor, enforceable against it

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in accordance with its terms, except as limited by laws affecting the enforcement of creditor’s rights or equitable principles generally.

(c)           Such Investor is the record and beneficial owner of all shares of Common Stock being exchanged by it hereunder, and all such shares are owned by such Investor free and clear of all liens and other encumbrances.

(d)           Such Investor acknowledges that the Series A Preferred Stock has not been registered under the Securities Act of 1933, as amended (the “Securities Act”), or under any state securities laws.  Such Investor (i) is acquiring such securities pursuant to an exemption from registration under the Securities Act for its own account solely for investment with no present intention or plan to distribute any of such securities to any person nor with a view to or for sale in connection with any distribution thereof, in each case in violation of the Securities Act, (ii) will not sell or otherwise dispose of any of such securities, except in compliance with the registration requirements or exemption provisions of the Securities Act and any other applicable securities laws, (iii) has such knowledge and experience in financial and business matters and in investments of this type that the Investor is capable of evaluating the merits and risks of the investment in such securities and of making an informed investment decision, and (iv) is an “accredited investor” (as that term is defined by Rule 501 of the Securities Act).

5.             Reorganization.  The parties agree that (i) for U.S. federal income tax purposes the exchange of Common Stock for Series A Preferred Stock contemplated by this Agreement is intended to qualify as a “reorganization” within the meaning of Section 368(a) of the Internal Revenue Code of 1986, as amended, and the rules and regulations promulgated thereunder and (ii) this Agreement shall constitute a “plan of reorganization” within the meaning of Treasury Regulation Section 1.368-2(g).

6.             Further Assurances.  Each party shall from time to time, at the request of and without further cost or expense to any other party, execute and deliver such other agreements, certificates or other documents and take such other actions as may reasonably be requested in order more effectively to consummate the transactions contemplated hereby.

7.             Miscellaneous.  This Agreement will be governed by and construed in accordance with the laws of the state of New York, without regard to its conflict of laws provisions. This Agreement may be executed in one or more counterparts, each of which will be deemed an original and all of which together will constitute one and the same instrument.

[Signature page follows]

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IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year first above written, to be effective immediately.

[Signature Page to Exchange Agreement]

[Signature Page to Exchange Agreement]

Schedule A

Exhibit 10.2

EXECUTION VERSION

AMENDED AND RESTATED DIRECTOR NOMINATION AGREEMENT

AMENDED AND RESTATED DIRECTOR NOMINATION AGREEMENT, dated as of February 29, 2012 (this “Agreement”), by and among BankUnited, Inc., a Delaware corporation (the “Company”), John A. Kanas (“Kanas”) and the entities listed under the headings “WL Ross Group”, “Carlyle Group”, “Centerbridge Group” and “Blackstone Group” on Schedule A hereto (each, respectively, an “Investor Group”, which respective terms shall include Affiliates of the foregoing who receive any shares of Common Stock (as defined below) or Preferred Stock (as defined below) from any entity comprising a part of such respective Investor Group).

WHEREAS, on February 2, 2011, the Company, Kanas and each Investor Group entered into a Director Nomination Agreement (the “Original Agreement”), pursuant to which the Company, in connection with its initial public offering (“IPO”) of shares of common stock, par value $0.01 per share, of the Company (the “Common Stock”) agreed with Kanas and each of the Investor Groups and each of Kanas and each Investor Group, severally and not jointly, agreed with the Company, to set forth certain rights and obligations with respect to the nomination of directors to the Board of Directors of the Company (the “Board”) and other matters relating to the Board and boards of directors of subsidiaries of the Company from and after the IPO.

WHEREAS, the parties hereto desire to amend and restate the Original Agreement as set forth herein.

NOW, THEREFORE, for good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the parties hereto, intending to be legally bound, hereby agree to amend and restate the Original Agreement as follows:

Section 1              Definitions. As used in this Agreement, the following terms shall have the meanings ascribed to them below:

“Affiliate” means a Person that directly, or indirectly through one or more intermediaries, controls, or is controlled by, or is under common control with, the Person specified.

“Bank” means BankUnited, a federal savings association, or any successor thereof.

“Bylaws” means the Amended and Restated By-Laws of the Company, as may be amended from time to time.

“Certificate of Incorporation” means the Amended and Restated Certificate of Incorporation of the Company, as may be amended from time to time.

“Management Stockholder” means each of John Adam Kanas, Rajinder Pal Singh, Douglas Pauls, John Bohlsen and each Affiliate of each such Person that receives shares of Common Stock upon transfer by such Person or any Affiliate transferee thereof.

“Material Subsidiary” means any Subsidiary of the Company which (together with its Subsidiaries) represents 10% or more of the revenues for the trailing four quarters, or, on a book value basis, the assets, of the Company and its Subsidiaries, taken as a whole.

“Original Amount” means, as it relates to any Investor Group, the aggregate number of shares of Common Stock held by such Investor Group (or any of its Affiliates) on the date of the Original Agreement (after giving effect to the reorganization transaction described in the Registration Statement on Form S-1 (File No. 333-170203) relating to the IPO, but prior to giving effect to the sale of shares effected pursuant to the IPO), as such number may be adjusted from time to time for any reorganization, recapitalization, stock dividend, stock split, reverse stock split or other similar changes in the Company’s capitalization.

“Person” means an individual, corporation, partnership, limited liability company, joint venture, association, trust or other entity or organization, including a government or political subdivision or an agency or instrumentality thereof.

“Preferred Stock” means the shares of preferred stock of the Company designated as the “Series A Nonvoting Convertible Preferred Stock”, par value of one cent ($0.01) per share.

“Subsidiary” means, of any Person, any other Person (a) in which it directly or indirectly owns at least 50% of such Person’s voting capital securities, (b) with which it is required to be consolidated under U.S. generally accepted accounting principles.

Section 2              Board Number; Board Nomination.

(a)        For so long as the aggregate of (i) the number of shares of Common Stock beneficially owned by the Blackstone Group, plus (ii) the number of shares of Common Stock issuable upon conversion of all shares of Preferred Stock, if any, owned by the Blackstone Group (without regard to any limitations on conversion that may apply pursuant to the terms of the Preferred Stock) together represent at least 40% of the Original Amount of the Blackstone Group (as such number may be adjusted from time to time for any reorganization, recapitalization, stock dividend, stock split, reverse stock split or other similar changes in the Company’s capitalization), the Company shall, and shall use its best efforts to cause the Board, whether acting through the Nominating and Corporate Governance Committee of the Board or otherwise, to, include in the slate of nominees recommended to stockholders of the Company (the “Stockholders”) for election as a director at any annual or special meeting of the Stockholders (or, if permitted, by any action by written consent of the Stockholders) at or by which directors of the Company are to be elected, one individual identified in advance by the Blackstone Group (the “Blackstone Nominee”).

(b)        For so long as the aggregate of (i) the number of shares of Common Stock beneficially owned by the WL Ross Group, plus (ii) the number of shares of Common Stock issuable upon conversion of all shares of Preferred Stock, if any, owned by the WL Ross Group (without regard to any limitations on conversion that may apply pursuant to the terms of the Preferred Stock) together represent at least 40% of the Original Amount of the WL Ross Group (as such number may be adjusted from time to time for any reorganization, recapitalization, stock dividend, stock split, reverse stock split or other similar changes in the Company’s capitalization), the Company shall, and shall use its best efforts to cause the Board, whether acting through the Nominating and Corporate Governance Committee of the Board or otherwise, to, include in the

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slate of nominees recommended to Stockholders for election as a director at any annual or special meeting of the Stockholders (or, if permitted, by any action by written consent of the Stockholders) at or pursuant to which directors of the Company are to be elected, one individual identified in advance by the WL Ross Group (the “WL Ross Nominee”).

(c)        For so long as the aggregate of (i) the number of shares of Common Stock beneficially owned by the Carlyle Group, plus (ii) the number of shares of Common Stock issuable upon conversion of all shares of Preferred Stock, if any, owned by the Carlyle Group (without regard to any limitations on conversion that may apply pursuant to the terms of the Preferred Stock) together represent at least 40% of the Original Amount of the Carlyle Group (as such number may be adjusted from time to time for any reorganization, recapitalization, stock dividend, stock split, reverse stock split or other similar changes in the Company’s capitalization), the Company shall, and shall use its best efforts to cause the Board, whether acting through the Nominating and Corporate Governance Committee of the Board or otherwise, to, include in the slate of nominees recommended to Stockholders for election as a director at any annual or special meeting of the Stockholders (or, if permitted, by any action by written consent of the Stockholders) at or pursuant to which directors of the Company are to be elected, one individual identified in advance by the Carlyle Group (the “Carlyle Nominee”).

(d)        For so long as the aggregate of (i) the number of shares of Common Stock beneficially owned by the Centerbridge Group, plus (ii) the number of shares of Common Stock issuable upon conversion of all shares of Preferred Stock, if any, owned by the Centerbridge Group (without regard to any limitations on conversion that may apply pursuant to the terms of the Preferred Stock) together represent at least 40% of the Original Amount of the Centerbridge Group (as such number may be adjusted from time to time for any reorganization, recapitalization, stock dividend, stock split, reverse stock split or other similar changes in the Company’s capitalization), the Company shall, and shall use its best efforts to cause the Board, whether acting through the Nominating and Corporate Governance Committee of the Board or otherwise, to, include in the slate of nominees recommended to Stockholders for election as a director at any annual or special meeting of the Stockholders (or, if permitted, by any action by written consent of the Stockholders) at or pursuant to which directors of the Company are to be elected, one individual identified in advance by the Centerbridge Group (the “Centerbridge Nominee,” and together with the Blackstone Nominee, the WL Ross Nominee and the Carlyle Nominee, the “Investor Nominees” and each, an “Investor Nominee”).

(e)        For so long as Kanas serves as the Chief Executive Officer of the Company, the Company shall, and shall use its best efforts to cause the Board, whether acting through the Nominating and Corporate Governance Committee of the Board or otherwise, to, include in the slate of nominees recommended to Stockholders for election as a director at any annual or special meeting of the Stockholders (or, if permitted, by any action by written consent of the Stockholders) at or pursuant to which directors of the Company are to be elected, two individuals (one of whom shall be Kanas) identified in advance by Kanas (the “Kanas Nominees”).

(f)         Vacancies arising through the death, resignation or removal of an Investor Nominee or Kanas Nominee, as applicable, who were nominated to the Board pursuant to this Section 2, may be filled by the Board only with an Investor Nominee or Kanas Nominee, as applicable, and the director so chosen shall hold office until the next election and until his or her successor is duly elected and qualified, or until his or her earlier death, resignation or removal.

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(g)        The Company shall use its best efforts to ensure that at all times following the date hereof and while this Agreement remains in effect that the Board shall be comprised of Investor Nominees nominated by each Investor Group which is then entitled to nominate an Investor Nominee pursuant to this Section 2, Kanas Nominees to the extent Kanas is then entitled to nominate Kanas Nominees pursuant to this Section 2 and only such other directors as are then eligible to serve in accordance with this Agreement and are elected or appointed pursuant to applicable law and the Certificate of Incorporation and Bylaws.  Each Investor Nominee and Kanas Nominee shall be the nominees of the Company and the Nominating and Governance Committee of the Board and the Company shall solicit proxies for each of such nominees to the same extent it does for any other nominees of the Company to the Board.

(h)        Notwithstanding the provisions of this Section 2, neither Kanas nor any Investor Group shall be entitled to designate a Person as a nominee to the Board upon a written determination by the Nominating and Corporate Governance Committee of the Board (which determination shall set forth in writing reasonable grounds for such determination) that such Person would not be qualified under any applicable law, rule or regulation to serve as a director of the Company. In such an event, Kanas or such Investor Group shall be entitled to select a Person as a replacement nominee and the Company shall use its best efforts to cause such Person to be nominated as the Kanas Nominee or the Investor Nominee of the relevant Investor Group, as the case may be, at the same meeting (or, if permitted, pursuant to the same action by written consent of the Stockholders) as such initial Person was to be nominated.  Other than with respect to the issue set forth in the second preceding sentence, neither the Company nor any other party to this Agreement shall have the right to object to any Investor Nominee or Kanas Nominee.

(i)         So long as the aggregate of (i) the number of shares of Common Stock owned by an Investor Group, plus (ii) the number of shares of Common Stock issuable upon conversion of all shares of Preferred Stock, if any, owned by such Investor Group (without regard to any limitations upon conversion set forth in the terms of such Preferred Stock), together represent at least 40% of the Original Amount of such Investor Group (as such number may be adjusted from time to time for any reorganization, recapitalization, stock dividend, stock split, reverse stock split or other similar changes in the Company’s capitalization), the Company shall notify such Investor Group in writing of the date on which proxy materials are expected to be mailed by the Company in connection with an election of directors at an annual or special meeting of the Stockholders (and the Company shall deliver such notice at least 60 days (or such shorter period to which any Investor Group consents, which consent need not be in writing) prior to such expected mailing date or such earlier date as may be specified by the Company reasonably in advance of such earlier delivery date on the basis that such earlier delivery is necessary so as to ensure that such nominee may be included in such proxy materials at the time such proxy materials are mailed). The Company shall provide each such Investor Group with a reasonable opportunity to review and provide comments on any portion of the proxy materials relating to the Investor Nominee of such Investor Group or the rights and obligations provided under this Agreement and to discuss any such comments with the Company.

(j)         Without limiting the nomination rights set forth above, and in addition thereto, for so long as the aggregate of (i) the number of shares of Common Stock owned by an Investor Group, plus (ii) the number of shares of Common Stock issuable upon conversion of all shares of Preferred Stock, if any, owned by such Investor Group (without regard to any limitations upon conversion set forth in the terms of such Preferred Stock), together represent at least 5% of the

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outstanding Common Stock after giving effect to such conversion and assuming the conversion of all other outstanding shares of Preferred Stock, such Investor Group shall have the right, exercisable by delivering written notice to the Company, to designate a non-voting observer to attend any meetings of the Board (or committees thereof); provided, however, that the chairperson of such meeting shall have the right to cause any non-voting observer to leave any such meeting of the Board (or committee thereof) for such period as the chairperson of such meeting may specify.  Notice of meetings of the Board (or committees thereof) shall be furnished to each non-voting observer no later than, and using the same form of communication as, notice of meetings of the Board are furnished to directors in accordance with the Bylaws.

(k)        In the event that any Investor Group loses its respective right to nominate an Investor Nominee pursuant to this Agreement by virtue of ceasing to hold the requisite number of shares of Common Stock and Preferred Stock, such Investor Group shall use its best efforts to cause its Investor Nominee to resign from the Board immediately prior to such time as a replacement director is nominated or elected by the Board or the Company’s stockholders.  In the event Kanas shall cease to be the Chief Executive Officer of the Company or any of its Subsidiaries, then Kanas shall resign from the Board and the Company and Kanas shall use their respective best efforts to cause the other Kanas Nominee to immediately resign from the Board.

(l)         So long as this Agreement shall remain in effect, subject to applicable legal requirements, the Bylaws and the Certificate of Incorporation shall accommodate and be subject to and not in any respect conflict with the rights and obligations set forth herein.

Section 3.             Subsidiary Boards.

(a)        The composition of the Board of Directors of the Bank shall be the same as the composition of the Board.

(b)        So long as the aggregate of (i) the number of shares of Common Stock owned by an Investor Group, plus (ii) the number of shares of Common Stock issuable upon conversion of all shares of Preferred Stock, if any, owned by such Investor Group (without regard to any limitations upon conversion set forth in the terms of such Preferred Stock), together represent at least 40% of the Original Amount of such Investor Group (as such number may be adjusted from time to time for any reorganization, recapitalization, stock dividend, stock split, reverse stock split or other similar changes in the Company’s capitalization), such Investor Group shall have the right to appoint a member of the Board of Directors of each Material Subsidiary.

Section 4.             Miscellaneous.

(a)        Avoidance of Cross-Guaranty Liability.  Neither the Company nor any party hereto shall take, permit or allow any action that would cause the Company or any Subsidiary to become a “commonly controlled insured depository institution” (as that term is defined and interpreted for purposes of 12 U.S.C. § 1815(e), as may be amended or supplemented from time to time, and any successor thereto) with respect to any institution that is not a direct or indirect Subsidiary of the Company.  Each party hereto that breaches its obligations under this Section 4(a) or that believes it is reasonably likely to breach such obligation, shall immediately notify the other parties hereto and the Company and shall cooperate in good faith with the Board promptly to take such actions as are necessary to cure or avoid such breach.

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(b)        Governing Law. This Agreement and the rights and obligations of the parties hereunder and the Persons subject hereto shall be governed by, and construed and interpreted in accordance with, the laws of the State of Delaware, without giving effect to the choice of law principles thereof.

(c)        Certain Adjustments. The provisions of this Agreement shall apply to the full extent set forth herein with respect to any and all shares of capital stock of the Company or any successor or assign of the Company (whether by merger, consolidation, sale of assets or otherwise) which may be issued in respect of, in exchange for, or in substitution for the shares of Common Stock or Preferred Stock, by combination, recapitalization, reclassification, merger, consolidation or otherwise and the terms “Common Stock” and “Preferred Stock” shall include all such other securities.

(d)        Enforcement. Each of the parties agrees that in the event of a breach of any provision of this Agreement, the aggrieved party may elect to institute and prosecute proceedings in any court of competent jurisdiction to enforce specific performance or to enjoin the continuing breach of this Agreement. Such remedies shall, however, be cumulative and not exclusive, and shall be in addition to any other remedy which any party hereto may have. Each party hereto hereby irrevocably submits to the non-exclusive jurisdiction of the state and federal courts in New York for the purposes of any suit, action or other proceeding arising out of or based upon this Agreement or the subject matter hereof. Subject to applicable law, each party hereto hereby consents to service of process made in accordance with Section 4(g).

(e)        Successors and Assigns. Except as otherwise provided herein, the provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective heirs, legal representatives, successors and permitted assigns. Each party hereto that is a member of an Investor Group may assign its rights and obligations hereunder, in whole or in part, to any other member of such Investor Group in connection with a transfer of shares of Common Stock or Preferred Stock to such member; provided, however, that each Investor Group shall have the right to designate only one Investor Nominee and one Board observer as set forth in Section 2 hereof, and such rights shall be exercised collectively by the members of such Investor Group.

(f)         Entire Agreement; Termination. This Agreement constitutes the full and entire understanding and agreement between the parties with regard to the subject matter hereof and supersedes all prior oral or written (and all contemporaneous oral) agreements or understandings with respect to the subject matter hereof, including the Original Agreement.  This Agreement shall terminate and be of no further force and effect at such time as each Investor Group ceases to beneficially own an aggregate number of shares of Common Stock and Preferred Stock which, upon full conversion of such Preferred Stock (without regard to any limitations upon conversion set forth in the terms of such Preferred Stock) shall together total at least 5.0% of the total number of shares of Common Stock outstanding after giving effect to such conversion and assuming the conversion of all other outstanding shares of Preferred Stock, and Kanas ceases to be the Chief Executive Officer of the Company.  This Agreement shall cease to be binding or effective against any Investor Group (except with respect to such Investor Group’s obligations relating to the resignation of its Investor Nominee), and such Investor Group shall cease to have any rights hereunder, at such time as such Investor Group ceases to beneficially own an aggregate number of shares of Common Stock and Preferred Stock which, upon full conversion of such Preferred Stock

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(without regard to any limitations upon conversion set forth in the terms of such Preferred Stock) shall together total at least 5.0% of the total number of shares of Common Stock outstanding after giving effect to such conversion and assuming the conversion of all other outstanding shares of Preferred Stock, and this Agreement shall cease to be binding upon Kanas (except with respect to Kanas’s obligations relating to the resignation of the Kanas Nominees), and Kanas shall cease to have any rights hereunder, at such time as Kanas ceases to be the Chief Executive Officer of the Company or any Subsidiary.

(g)        Notices. All notices, requests, demands, waivers and other communications required or permitted to be given under this Agreement shall be in writing and shall be deemed to have been duly given if (a) delivered personally, (b) mailed, certified or registered mail with postage prepaid, (c) sent by next-day or overnight mail or delivery or (d) sent by fax, as set forth on Schedule B hereto (or to such other address as the party entitled to notice shall hereafter designate in accordance with the terms hereof).  All such notices, requests, demands, waivers and other communications shall be deemed to have been received by (w) if by personal delivery, on the day delivered, (x) if by certified or registered mail, on the fifth business day after the mailing thereof, (y) if by next-day or overnight mail or delivery, on the day delivered, or (z) if by fax, on the day delivered, provided that such delivery is confirmed.

(h)        Waiver. Waiver by any party hereto of any breach or default by the other party of any of the terms of this Agreement shall not operate as a waiver of any other breach or default, whether similar to or different from the breach or default waived. No waiver of any provision of this Agreement shall be implied from any course of dealing between the parties hereto or from any failure by either party to assert its or his or her rights hereunder on any occasion or series of occasions.

(i)         Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be deemed an original but all of which together shall constitute one and the same instrument.

(j)         Headings. The headings to sections in this Agreement are for the convenience of the parties only and shall not control or affect the meaning or construction of any provision hereof.

(k)        Invalidity of Provision. The invalidity or unenforceability of any provision of this Agreement in any jurisdiction shall not affect the validity or enforceability of the remainder of this Agreement in that jurisdiction or the validity or enforceability of this Agreement, including that provision, in any other jurisdiction.

(l)         Amendments and Waivers. The provisions of this Agreement may be amended at any time and from time to time, and particular provisions of this Agreement may be waived or modified, with and only with an agreement or consent in writing signed by each of the parties hereto who then have rights hereunder pursuant to Section 4(f) hereof.

(m)       Further Assurances. Each party hereto shall do and perform or cause to be done and performed all such further acts and things and shall execute and deliver all such other agreements, certificates, instruments and documents as any other party hereto or Person subject

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hereto may reasonably request in order to carry out the intent and accomplish the purposes of this Agreement.

(n)        Third Party Beneficiaries.  This Agreement is not intended to, and does not, confer upon any Person other than the parties hereto any rights or remedies.

[Remainder of Page Intentionally Left Blank]

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IN WITNESS WHEREOF this Agreement has been signed by each of the parties hereto, and shall be effective as of the date first above written.

[Signature Page to A&R Director Nomination Agreement]

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SCHEDULE A

Names of Members of Investor Groups

“WL Ross Group”

WLR Recovery Fund IV, L.P., a Delaware limited partnership

WLR IV Parallel ESC, L.P., a Delaware limited partnership

WLR/GS Master Co-Investment, L.P.

“Carlyle Group”

Carlyle Partners V, L.P., a Delaware limited partnership

Carlyle Partners V-A, L.P., a Delaware limited partnership

CP V Coinvestment A, L.P., a Delaware limited partnership

CP V Coinvestment B, L.P., a Delaware limited partnership

Carlyle Strategic Partners II, L.P., a Delaware limited partnership

CSP II Coinvestment, L.P., a Delaware limited partnership

Carlyle Financial Services BU, L.P., a Delaware limited partnership

“Centerbridge Group”

Centerbridge Capital Partners, L.P., a Delaware limited partnership

Centerbridge Capital Partners SBS, L.P., a Delaware limited partnership

Centerbridge Capital Partners Strategic, L.P., a Delaware limited partnership

CB BU Investors, L.L.C., a Delaware limited liability company

CB BU Investors II, L.L.C., a Delaware limited liability company

CB BU Investors III, L.L.C., a Delaware limited liability company

“Blackstone Group”

Blackstone Capital Partners V L.P., a Delaware limited partnership

Blackstone Capital Partners V-AC L.P., a Delaware limited partnership

Blackstone Family Investment Partnership V L.P., a Delaware limited partnership

Blackstone Participation Partnership V L.P., a Delaware limited partnership

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SCHEDULE B

Notice Information

If to the Company or Kanas:

BankUnited, Inc.

14817 Oak Lane

Miami Lakes, FL  33016

Attention: John A. Kanas

Facsimile: (866) 509-1301

With copies (which shall not constitute notice) to:

Skadden, Arps, Slate, Meagher & Flom LLP

Four Times Square

New York, NY  10036

Attention:  Richard Aftanas

Facsimile No.:  (212) 735-2000

If to the Carlyle Group:

c/o The Carlyle Group

520 Madison Avenue

New York, NY 10022

Attention: John Redett

Facsimile: 212-813-4789

With copies (which shall not constitute notice) to:

Simpson Thacher & Bartlett LLP

425 Lexington Avenue

New York, NY 10017

Attention: Maripat Alpuche

Facsimile: 212-455-2502

If to the Centerbridge Group:

c/o Centerbridge Partners, L.P.

375 Park Avenue, 12th Floor

New York, NY 10152

Attention: Lance West

Facsimile: 212-672-4562

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With copies (which shall not constitute notice) to:

Simpson Thacher & Bartlett LLP

425 Lexington Avenue

New York, NY 10017

Attention: Wilson S. Neely

Caroline B. Gottschalk

Facsimile: 212-455-2502

New York Life Capital Partners

51 Madison Avenue, Suite 1600

New York, NY  10010

Attention: Amanda Parness

Facsimile No.: (212) 576-5591

Email: amanda_parness@nylim.com

nylcap-reporting@nylim.com

If to the WL Ross Group:

WL Ross & Co. LLC

1166 Avenue of the Americas

New York, NY 10036

Attention: Michael J. Gibbons

Chief Financial Officer

Facsimile: (212) 317-4891

With copies (which shall not constitute notice) to:

Wachtell, Lipton, Rosen & Katz

51 West 52nd Street

New York, New York 10019

Attention: Nicholas G. Demmo

Matthew M. Guest

Facsimile: (212) 403-2000

If to Blackstone Group:

c/o The Blackstone Group

345 Park Avenue

New York, NY 10154

Attention: Chinh E. Chu

Facsimile: 212-583-5722

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With copies (which shall not constitute notice) to:

Simpson Thacher & Bartlett LLP

425 Lexington Avenue

New York, NY 10017

Attention: William R. Dougherty

Facsimile: 212-455-2502

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Exhibit 10.3

Execution Version

AMENDMENT NO. 1 TO REGISTRATION RIGHTS AGREEMENT

This Amendment No. 1 is dated as of February 29, 2012 (this “Amendment”) to the Registration Rights Agreement (as amended from time to time, the “Registration Rights Agreement”), dated as of February 2, 2011, by and among BankUnited, Inc., a Delaware corporation (the “Company”), WLR Recovery Fund IV, L.P., a Delaware limited partnership, WLR IV Parallel ESC, L.P., a Delaware limited partnership, and WLR/GS Master Co-Investment, L.P., a Delaware limited partnership, Carlyle Partners V, L.P., a Delaware limited partnership, Carlyle Partners V-A, L.P., a Delaware limited partnership, CP V Coinvestment A, L.P., a Delaware limited partnership, CP V Coinvestment B, L.P., a Delaware limited partnership, Carlyle Strategic Partners II, L.P., a Delaware limited partnership, CSP II Coinvestment, L.P., a Delaware limited partnership, and Carlyle Financial Services BU, L.P., a Delaware limited partnership, Centerbridge Capital Partners, L.P., a Delaware limited partnership, Centerbridge Capital Partners SBS, L.P., a Delaware limited partnership, Centerbridge Capital Partners Strategic, L.P., a Delaware limited partnership, CB BU Investors, L.L.C., a Delaware limited liability company, CB BU Investors II, L.L.C., a Delaware limited liability company, and CB BU Investors III, L.L.C., a Delaware limited liability company, and Blackstone Capital Partners V L.P., a Delaware limited partnership, Blackstone Capital Partners V-AC L.P., a Delaware limited partnership, Blackstone Family Investment Partnership V L.P., a Delaware limited partnership, and Blackstone Participation Partnership V L.P., a Delaware limited partnership, John A. Kanas, Rajinder P. Singh, Douglas Pauls and John Bohlsen, and each of the entities listed under the heading “Outside Stockholder” on the signature pages to the Registration Rights Agreement (together, the “Stockholders”). Capitalized terms used and not otherwise defined herein shall have the meanings assigned to them in the Registration Rights Agreement.

WHEREAS, Section 7.5 of the Registration Rights Agreement provides that the Registration Rights Agreement may only be amended by an instrument in writing executed by the Company and the Stockholders holding a majority of the shares collectively held by them;

WHEREAS, the parties hereto desire to amend the Registration Rights Agreement as set forth herein; and

WHEREAS, this Amendment will apply to all Stockholders equally, without distinguishing between them.

NOW, THEREFORE, in consideration of the premises and of the mutual agreements, covenants and provisions herein contained, the parties hereto agree as follows:

1.                                             Amendments.

(a)                                  The Preamble of the Registration Rights Agreement is hereby amended by deleting the phrase “CSP II Co-Investment, L.P.” and replacing it with the phrase “CSP II Coinvestment, L.P.”

(b)                                 The Preamble of the Registration Rights Agreement is hereby amended by adding immediately after the phrase “(the “Common Stock”)” in the penultimate sentence thereof the

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following:

“or shares of preferred stock of the Company designated as the “Series A Nonvoting Convertible Preferred Stock”, par value of one cent ($0.01) per share (the “Preferred Stock”)”.

(c)                                  The definition of “Affiliate” in the Registration Rights Agreement is hereby amended by deleting the word “Member” and replacing it with the word “Stockholder”.

(d)                                 The definition of “Original Amount” in the Registration Rights Agreement is hereby amended by:

(i)                                     adding immediately after the phrase “number of shares” the phrase “of Common Stock”; and

(ii)                                  deleting the punctuation mark “)” at the end of such paragraph.

(e)                                  The definition of “shares” in the Registration Rights Agreement is hereby amended by deleting the phrase “Common Stock of the Company” and replacing it with the following:

“Preferred Stock or shares of Common Stock of the Company, including shares of Common Stock issuable upon conversion of shares of Preferred Stock”.

(f)                                    Article I (Definitions) of the Registration Rights Agreement is hereby amended by adding to the end of such Article the following:

“For purposes of this Agreement, unless otherwise provided, any calculation of any number, percentage or the majority of shares shall be calculated assuming that all shares of Preferred Stock held by all Stockholders shall have been fully converted into Common Stock prior to such calculation (without regard to any limitations on conversion to which the Preferred Stock may then be subject).”

(g)                                 Section 2.2 (Right to Piggyback on a Non-Shelf Registered Offering) of the Registration Rights Agreement is hereby amended by deleting the phrase “Common Stock” and replacing it with the word “shares”.

(h)                                 Section 4.3(d) (Non-Shelf Registered Offerings and Shelf Takedowns) of the Registration Rights Agreement is hereby amended by deleting such Section 4.3(d) and replacing it in its entirety with the following:

“(d)                           cause all shares of Common Stock being sold to be qualified for inclusion in or listed on the New York Stock Exchange or any other U.S. securities exchange on which shares of Common Stock issued by the Company are then so qualified or listed if so requested by the Stockholders, or if so requested by the underwriter or underwriters of an underwritten offering of shares, if any;”

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(i)                                     Section 7.9(b) (Other Business for Non-Management Stockholders) of the Registration Rights Agreement is hereby amended by replacing the words “any Non-Management Stockholder and its Affiliates (provided that for purposes of this Section 7.9, the term “Affiliate” shall specifically exclude each of the Persons listed on Schedule 7.9 with respect to the Stockholder or Stockholders listed beside the name of such Person on Schedule 7.9) cease to hold collectively a number of shares that represents at least” with the following:

“the aggregate of (i) the number of shares of Common Stock owned by a Non-Management Stockholder and its Affiliates, plus (ii) the number of shares of Common Stock issuable upon conversion of all shares of Preferred Stock, if any, owned by such Non- Management Stockholder and its Affiliates (without regard to any limitations on conversion that may apply pursuant to the terms of the Preferred Stock) together represent less than”.

(j)                                     Section 7.9 (Other Business for Non-Management Stockholders) of the Registration Rights Agreement is hereby amended by adding to the end of such Section the following:

“For purposes of this Section 7.9, the term “Affiliate” shall specifically exclude each of the Persons listed on Schedule 7.9 with respect to the Stockholder or Stockholders listed beside the name of such Person on Schedule 7.9.”

2.                                             Miscellaneous.

(a)                                  Amendment; Conflicts. This Amendment shall only serve to amend and modify the Registration Rights Agreement to the extent specifically provided herein. All terms, conditions, provisions and references of and to the Registration Rights Agreement which are not specifically modified, amended and/or waived herein shall remain in full force and effect and shall not be altered by any provisions herein contained. In the event of any conflict or inconsistency between the provisions of the Registration Rights Agreement and the provisions of this Amendment, the provisions of this Amendment shall control.

(b)                                 Governing Law. This Amendment shall be governed by, and construed in accordance with, the laws of the State of New York.

(c)                                  Consent to Jurisdiction and Service of Process. The parties to this Amendment hereby agree to submit to the jurisdiction of the courts of the State of New York, the courts of the United States of America for the Southern District of New York, and appellate courts from any thereof in any action or proceeding arising out of or relating to this Amendment.

(d)                                 Counterparts. This Amendment may be executed in multiple counterparts, including by means of facsimile, each of which shall be deemed an original, but all of which together shall constitute the same instrument.

[Signature Page Follows.]

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IN WITNESS WHEREOF, the parties hereto have executed and delivered this Amendment as of the date first above written.

[Signature Page to Amendment No. 1 to Registration Rights Agreement]

[Signature Page to Amendment No. 1 to Registration Rights Agreement]

[Signature Page to Amendment No. 1 to Registration Rights Agreement]

[Signature Page to Amendment No. 1 to Registration Rights Agreement]

[Signature Page to Amendment No. 1 to Registration Rights Agreement]

[Signature Page to Amendment No. 1 to Registration Rights Agreement]

[Signature Page to Amendment No. 1 to Registration Rights Agreement]

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[Signature Page to Amendment No. 1 to Registration Rights Agreement]

MANAGEMENT STOCKHOLDERS: