Good day. Welcome to the BankUnited Inc. 2026 Annual Shareholders Meeting. I would now like to turn the conference over to Raj Singh, Chairman, President, and CEO of BankUnited Inc. Please go ahead.
Good morning, ladies and gentlemen. I'm Raj Singh, Chairman of BankUnited, Inc., and it is my pleasure to welcome all of you to our virtual shareholder meeting. As is our custom, we will conduct the business portion of our meeting first and answer questions at the end of the meeting. Though we may not be able to answer every question, we will do our best to provide a response to as many questions as possible and will address unanswered questions on our corporate website after the meeting. It is 9:00 A.M., and in accordance with the notice of the meeting, I call to order this annual meeting of shareholders. I would like to introduce the director nominees who are standing for re-election for another term as presented in the proxy statement. They're all here in the room with me.
In addition to myself, the director nominees are the current members of our board of directors and include Tere Blanca, President and CEO of Blanca Commercial Real Estate. John DiGiacomo, former CFO of North Fork Bank. Michael Dowling, Chief Executive Officer Emeritus of Northwell Health. Doug Fowles, former CFO of BankUnited, also former CFO of Commerce Bank. Bill Rubenstein, retired partner from Skadden Arps. Dr. Germaine Smith-Baugh, President and CEO of the Urban League of Broward County. Dr. Sanjiv Sobti, former executive at several preeminent Wall Street firms. Lynne Wines, former President and CEO of First Southern Bank and Union Bank of Florida. Some other important members of our team are also here, including some members of the senior management team.
Tom Cornish, our Chief Operating Officer. Jim Mackey, our CFO. Jay Richards, our Chief Risk Officer. Chris Perry, head of our human resource department. Also present today are David Berrey and Monty Maisano from Deloitte & Touche LLP, the company's auditors. They will be available during the question and answer period to respond to appropriate questions. We are being assisted today by Beth Bender Beck of Broadridge Financial Solutions in the tabulation of proxies and ballots. Jackie Bravo, the Corporate Secretary of the company, will now report on the mailing of the notice of this meeting and the presence of a quorum.
This meeting is held pursuant to printed notice mailed on or about April 10, 2026, to each shareholder of record as of March 24, 2026, who is entitled to vote. A list of registered shareholders entitled to vote at this meeting has been made available for the past 10 days and is available at this meeting for examination by any shareholder desiring to do so. All documents concerning the call and notice of this meeting will be filed with the records of the meeting. The count of shares present immediately prior to the commencement of this meeting indicated that 67,966,918 shares of the company's capital stock were present in person or by proxy. This is 92.19% of the outstanding voting stock of the company.
I hereby declare a quorum present at the meeting. On behalf of the board of directors of the company, I would like to express my appreciation to all shareholders who returned their proxies. Jackie will present the proposals to be voted on. Jackie?
Thank you. Proposal one is the election of nine directors to serve until the next annual meeting or until their successors are duly elected and qualified. To present the nomination of the members of the board of directors, as listed in the proxy statement, has been filed with the SEC and has been mailed to the shareholders of the company on or around April 10, 2026. I hereby recognize Tom Cornish. Tom, please proceed.
Thank you, Jackie. I hereby nominate the individuals listed as director nominees in the proxy statement starting on page two to stand for election as directors of the board of directors of the company. Each elected director will serve a term that is effective as of today and will last until the 2027 annual meeting of shareholders, or until a successor is duly elected and qualified to serve on the board.
You heard the motion. Is there a second?
I'll second.
Perfect. Proposal two is the ratification of the appointment of Deloitte & Touche LLP as the independent registered public accounting firm of the company for the fiscal year ending December 31st, 2026. I would like to call upon Sanjiv Sobti, Chair of the Audit Committee, to present the recommendation for this proposal.
Thank you, Jackie. As per its charter and applicable laws, the Audit Committee of the Board has the responsibility of recommending the independent registered public accounting firm to be appointed by the Board of Directors. I want to reaffirm that all the members of the Audit Committee are deemed to be independent directors, and the Committee has access to outside and internal auditors in performing its function. The Committee has worked closely and regularly with Deloitte & Touche, has had substantial opportunity to evaluate their work, and has found it to be consistently of high quality. I hereby move for the ratification of the appointment of Deloitte & Touche as the company's independent registered public accounting firm for the fiscal year ending December 31, 2026.
Thank you. You have heard the motion. Is there a second?
Second.
Proposal three is an advisory vote to approve the compensation of the company's named executive officers. This vote is often referred to as say on pay vote. I will now recognize Chris Perry.
Thank you, Jackie. I move for the approval of proposal number three, the approval of an advisory vote to approve the compensation of the company's named executive officers.
You have heard the motion. Is there a second?
Second.
Proposal four is the approval of BankUnited, Inc.'s Amended and Restated 2023 Omnibus Equity Incentive Plan. The proposed amendments include an increase to the number of shares available by 1.5 million and an extension of the term until May 21st, 2036. I now recognize Jim Mackey.
Thank you. I move forward with the approval of proposal four. Our equity grants are a key element of our compensation program, and the increase in shares will help us retain and attract employees.
You have heard the motion. Is there a second?
Second.
At this moment, if there are any shareholders who would like to make a comment or ask a question regarding any of the proposals, please submit your comment or question through the web portal. It is now 9:07 A.M. Eastern Time on May 2026. The polls are now open. Any shareholders who have not yet voted or wish to change their vote may do so by clicking on the voting button on the web portal and following the instructions there. Shareholders who have been sent in proxies or vote via telephone or internet and do not want to change their vote do not need to take any further action.
Now that everyone has had the opportunity to vote, I now declare the polls for the BankUnited, Inc. 2026 Annual shareholder meeting closed at 9:08 A.M. Eastern Time on May 21, 2026.
Jackie, do we have the voting results?
We do. We have been informed by the Inspector of Elections that the preliminary report shows the nominees for election to the board have been duly elected. The appointment of Deloitte & Touche LLP as the company's independent registered public accounting firm for 2026 has been duly ratified. The compensation of the company's named executive officers has been approved, and the BankUnited, Inc. Amended and Restated 2023 Omnibus Equity Incentive Plan has been approved. We will be reporting the final results in a Form 8-K to be filed within four business days.
If there are no other matters to come before the shareholders at this meeting, I will entertain a motion to adjourn the formal portion of the meeting.
Moved. Second.
The motion has been duly made and seconded. Ordered. We have now come to the part of the agenda providing for general Q&A and discussion. Any shareholder wishing to ask a question may enter it in the web portal. We ask that each shareholder limit their questions to two. Please note we will attempt to answer the questions as many as time allows, but only questions that are relevant to the meeting will be addressed. Any questions relevant to the meeting that we do not get to will be addressed on our company's website. Do we have any questions on the portal?
There is no questions.
Okay. Well, in that case, that concludes today's meeting. Thank you for your continued support of BankUnited Inc.
The conference has now concluded. Thank you for attending today's presentation. You may now disconnect.