UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
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CURRENT REPORT
Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): August 6, 2015 (August 6, 2015)
BankUnited, Inc.
(Exact name of registrant as specified in its charter)
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Delaware
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001-35039
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27-0162450
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(State of Incorporation)
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(Commission File Number)
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(I.R.S. Employer Identification No.)
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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:
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o
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Item 5.02
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Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
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(d) On August 6, 2015, the Board of Directors (the “Board”) of BankUnited, Inc. (the “Company”) unanimously elected the Honorable A. Gail Prudenti and Lynne Wines as members of the Board, effective August 6, 2015. Judge Prudenti was also appointed to serve on the Board’s Nominating and Corporate Governance Committee and Ms. Wines was appointed to serve on the Board’s Audit and Risk Committee. Judge Prudenti is retiring Chief Administrative Judge of the Courts of New York State. She retired after 23 years on the bench in July to become executive director of Hofstra Law School’s Center for Children Families and the Law. Ms. Wines served as President and Chief Executive Officer of First Southern Bank of Boca Raton, Florida and was responsible for all aspects of market and operations for the $1 billion state-wide commercial bank before its acquisition by Centerstate Bank in 2014.
There is no arrangement or understanding between Judge Prudenti or Ms. Wines and any other person pursuant to which Judge Prudenti or Ms. Wines was selected as a director, and there are no related party transactions between the Company and Judge Prudenti or Ms. Wines that would require disclosure under Item 404(a) of Regulation S-K.
A copy of the press release of the Company announcing the election of Judge Prudenti and Ms. Wines as directors is filed as Exhibit 99.1 hereto and incorporated herein by reference.
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Item 9.01
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Financial Statements and Exhibits.
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(d) Exhibits
99.1 Press release dated August 6, 2015
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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Dated: August 6, 2015
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BANKUNITED, INC.
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/s/ LESLIE LUNAK
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Name:
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Leslie Lunak
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Title:
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Chief Financial Officer
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N E W S R E L E A S E
Contact:
Investor Relations:
Leslie Lunak, 786-313-1698
llunak@bankunited.com
or
Media Relations:
Mary Harris, 305-817-8117
mharris@bankunited.com
BankUnited Adds Two Members to its Board of Directors
The Honorable A. Gail Prudenti and Lynne Wines bring comprehensive knowledge
of New York and Florida markets, respectively
MIAMI LAKES, Fla. (August 6, 2015) – BankUnited, Inc. (NYSE: BKU) today announced the addition to its board of directors of the Honorable A. Gail Prudenti, retiring Chief Administrative Judge of the Courts of New York State, and Lynne Wines, veteran Florida banker.
“BankUnited is fortunate to do business in two of the best markets in the nation, New York and Florida, and we are pleased to welcome Judge Prudenti and Lynne Wines to the board who bring with them deep ties to and unparalleled knowledge of their communities that will help inform and greatly contribute to our continued growth,” said John A. Kanas, BankUnited’s chairman, president and chief executive officer.
Judge Prudenti retired after 23 years on the bench in July to become executive director of Hofstra Law School's Center for Children Families and the Law. As Chief Administrative Judge of the Courts of New York State, Judge Prudenti oversaw the administration and operation of the statewide court system, with a budget of more than $2 billion. Highlights of her judicial career include being the first woman to serve as the Presiding Justice of the Appellate Division for the Second Judicial Department in New York State. She earned her law degree from the University of Aberdeen, in Scotland, which also awarded her an honorary Doctorate of Laws in 2004. She graduated from Marymount College with honors. Judge Prudenti will serve as a member of the BankUnited, Inc. Nominating and Corporate Governance Committee.
Wines served as President and CEO of First Southern Bank of Boca Raton, Fla. and was responsible for all aspects of market and operations for the $1 billion state-wide commercial bank before its acquisition by Centerstate Bank in 2014. Prior to that position, she served as President and CEO of CNL Bank, a $1.6 billion independent statewide commercial bank. Previously, she served as President and CEO of Union Bank of Florida where she managed and implemented the successful acquisition of that bank by Colonial Bank N.A. and thereafter served as Colonial Bank’s president and CEO of Commercial Banking for South Florida. Wines’ professional affiliations include a four-year term on the board of directors for the Florida Bankers Association. Wines received her bachelor’s degree from Nova Southeastern University. Ms. Wines will serve as a member of the BankUnited, Inc. Audit and Risk Committee.
About BankUnited, Inc.
BankUnited, Inc., with total assets of $21.4 billion at June 30, 2015, is the bank holding company of BankUnited, N.A., a national bank headquartered in Miami Lakes, Florida with 99 branches in 15 Florida counties and 6 banking centers in the New York metropolitan area at June 30, 2015.
Forward-Looking Statements
This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 that reflect BankUnited’s current views with respect to, among other things, future events and financial performance.
BankUnited generally identifies forward-looking statements by terminology such as “outlook,” “believes,” “expects,” “potential,” “continues,” “may,” “will,” “could,” “should,” “seeks,” “approximately,” “predicts,” “intends,” “plans,” “estimates,” “anticipates” or the negative version of those words or other comparable words. Any forward-looking statements contained in this press release are based on the historical performance of BankUnited and its subsidiaries or on BankUnited’s current plans, estimates and expectations. The inclusion of this forward-looking information should not be regarded as a representation byBankUnited that the future plans, estimates or expectations contemplated by BankUnited will be achieved. Such forward-looking statements are subject to various risks and uncertainties and assumptions relating to BankUnited’s operations, financial results, financial condition, business prospects, growth strategy and liquidity, as well as the ability to receive, and the timing for receiving, the requisite approvals to consummate the Certus transaction and the benefits of such transaction. If one or more of these or other risks or uncertainties materialize, or if BankUnited’s underlying assumptions prove to be incorrect, actual results may vary materially from those indicated in these statements. These factors should not be construed as exhaustive. BankUnited does not undertake any obligation to publicly update or review any forward-looking statement, whether as a result of new information, future developments or otherwise. A number of important factors could cause actual results to differ materially from those indicated by the forward-looking statements. Information on these factors can be found in the Company’s Annual Report on Form 10-K for the year ended December 31, 2014 available at the SEC’s website (www.sec.gov).