- Current report filing (8-K)
2009年5月6日 - 10:51PM
Edgar (US Regulatory)
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): May 4, 2009
BankUnited Financial Corporation
(Exact Name of Registrant as Specified in
its Charter)
Commission File Number: 1-13921
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FL
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650377773
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(State of Incorporation)
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(I.R.S. Employer Identification No.)
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255 Alhambra Circle, Coral Gables, FL 33134
(Address of Principal Executive Offices, Including Zip Code)
(305) 569-2000
(Registrants 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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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 8.01 Other Events
On May 4, 2009, BankUnited Financial Corporation (the Company) held an annual meeting of stockholders, pursuant to a court order issued by the state circuit court for Miami-Dade County, Florida, and
described below. At the annual meeting, Ramiro A. Ortiz and Marc D. Jacobson were re-elected as directors of the Company. Mr. Ortiz, age 59, has been a director since 2002. He has served as the President and Chief Operating Officer of the
Company and its subsidiary, BankUnited, FSB (the Bank) since 2002, and as Chief Executive Officer of the Company and the Bank since October 2008. Mr. Jacobson, age 66, has been a director since 1984. He has served as a senior
officer of Brown and Brown Insurance, and its predecessors, since 1990.
Humberto L. Lopez and Felix M. Garcia were also elected as
directors of the Company at the annual meeting. Mr. Lopez, age 49, has served as the Senior Executive Vice President and Chief Financial Officer of the Company and the Bank since 1999. Mr. Garcia, age 59, has served as Senior Executive
Vice President and Chief Risk Officer of the Bank since 2003.
Messrs. Ortiz, Jacobson, Lopez and Garcia were elected for three-year terms
that expire in 2012. The three-year terms of directors Hardy C. Katz and Tod Aronovitz expired on May 4, 2009, and they were not re-elected.
As a result of the annual meeting, the persons serving as directors of the Company, and their current terms, are as follows:
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Name
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Term Expires
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Lawrence H. Blum
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2010
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Bradley J. Weiss
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2010
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Allen M. Bernkrant
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2011
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Neil H. Messinger
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2011
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Marc S. Jacobson
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2012
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Ramiro A. Ortiz
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2012
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Humberto L. Lopez
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2012
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Felix M. Garcia
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2012
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On May 4, 2009, the Company issued a press release announcing the election of directors at
the annual meeting. A copy of the Companys press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
The annual meeting was required by a court order, issued April 22, 2009 and amended April 24, 2009, entered in an action filed by a stockholder of the Company to compel the holding of the meeting. The court ordered the Company to
hold its annual meeting of stockholders on May 4, 2009 and to send a notice to stockholders in the form provided in the courts order. The Company complied with the court order by promptly sending the notice of the meeting to stockholders
and holding the annual meeting. The Company did not solicit proxies in connection with the annual meeting. Additionally, the Company did not provide stockholders with an information statement because the Company did not have sufficient time to
prepare such statement in light of the limited period of time between the date of the court order and the required date of the annual meeting. The only business conducted at the meeting was the election of directors, as described above.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
99.1
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Press Release dated May 4, 2009.
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Signature(s)
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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BANKUNITED FINANCIAL CORPORATION
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Date: May 6, 2009
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By:
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/s/ Humberto L. Lopez
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Humberto L. Lopez
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Senior Executive Vice President and
Chief Financial
Officer
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Exhibit Index
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Exhibit No.
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Description
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99.1
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Press Release dated May 4, 2009.
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