BankUnited, Inc. (BKU) Earnings Call Transcript & Summary

Welcome to the BankUnited, Inc. Annual Meeting. My name is Marcia, and I will be your operator. [Operator Instructions] And I will now turn the call over to Raj Singh, Chairman, President and CEO. You may begin.

Thank you so much. Welcome, everyone. Good morning. I'm Raj Singh, Chairman of BankUnited, Inc., and it is my pleasure to welcome all of you to our virtual shareholder meeting. As stated in our proxy statement, we are holding a virtual shareholder meeting this year due to the coronavirus pandemic. We will hopefully be able to return to traditional in-person meeting for next year's annual meeting. As is 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 as possible, and we'll address unanswered questions on our website after the meeting. It's a little after 10:00 a.m. And in accordance with the notice of the meeting, I call to order this annual meeting of the shareholders. Let me start with some introductions and some announcements. On the call with us today, we have the entire Board of Directors. Let me introduce them one by one. We have Tere Blanca, who's President and CEO of Blanca Commercial Real Estate; John DiGiacomo, who's former CFO of Northwell Bank. We also have Michael Dowling, who's President and CEO of Northwell Health; Doug Pauls, former CFO, BankUnited, and before that, Commerce Bank; Gail Prudenti, retired Administrative Judge at the Court of New York State and current Dean at Maurice A. Deane School of Law at Hofstra University and Executive Director at the Center for Children, Families and the Law at Hofstra; Bill Rubenstein, retired partner from Skadden, Arps; Dr. Sanjiv Sobti, former executive at many preeminent law -- sorry, not law firms, Wall Street firms; and Lynne Wines, former President and CEO of First Southern Bank and Union Bank of Florida. Some other important members of our management team are also here, and I'll go through their names quickly: Tom Cornish, who's our Chief Operating Officer; Leslie Lunak, who is our Chief Financial Officer; Jay Richards, our Chief Risk Officer; Mike Alford, our General Counsel; and also Chris Perry, our Head of Human Resources. Also, we have today with us from KPMG, Alysha Horsley and Carlos Delgado. And as you know, KPMG is the company's auditor. They will be available during the Q&A session to respond to any appropriate questions. Also assisting today from Broadridge Financial is Michael Barbera, who will help us with the tabulation of proxies and ballots. Let me -- I'll turn this over to Susan Greenfield, the company's Corporate Secretary, who will report to us on the notice of meeting and the presence of a quorum.

Thank you, Raj. Good morning, everyone. Thank you, Raj. This meeting is held pursuant to printed notice mailed on April 13, 2020, to each shareholder of record as of March 20, 2020, who is entitled to vote. A list of registered shareholders entitled to vote at this meeting has been 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 the meeting indicated that 83,007,867 shares of the company's voting capital stock were present in person or by proxy. This is 89.83% of the outstanding voting stock of the company. I'll now turn it back over to Raj.

Thank you, Susan. I hereby declare a quorum present at the meeting. On behalf of the Board of Directors, I would like to express my appreciation to all shareholders who returned their proxies. Susan will now present the proposals to be voted on. Susan?

Thank you. Proposal #1 is the election of 9 directors to serve until the next annual meeting or until their successors are duly elected and qualified. To put in nomination the names of the slate of Directors listed in the proxy statement, I recognize Tom Cornish.

Thank you, Susan. I hereby nominate for election as Directors of the company to serve for the terms expiring on the date of the annual meeting of the company in 2021 and until their respective successors are duly elected and qualified those individuals named as nominees for Director beginning on Page 3 of the company's proxy statement mailed on April 13, 2020.

You heard the motion. Is there a second?

Second.

Thank you. Proposal 2 is the ratification of the appointment by the Board of Directors of KPMG LLP as the independent registered public accounting firm of the company for 2020. I would like to call upon Sanjiv Sobti of the Audit Committee for the recommendation of the Board of Directors in this regard.

The Audit committee again this year was assigned the responsibility of recommending the independent registered public accounting firm to be appointed by the Board of Directors. This committee consists entirely of Directors who are independent of corporate management. It has direct access to both the outside auditors and the internal auditors. In its deliberations this year, the committee has worked closely and regularly with KPMG, has had substantial opportunity to evaluate their work and has found it to be of consistently high quality. I move for the ratification of the appointment of KPMG as the company's independent registered public accounting firm for 2020.

Thank you. You have heard the motion. Is there a second?

Second.

Thank you. Proposal #3 is an advisory vote to approve the compensation of the company's named executive officers. This vote is often referred to as the Say on Pay vote. I will now recognize Christopher Perry.

Thank you, Susan. I move for the approval of proposal #3, the approval of an advisory vote to approve the compensation of the company's named executive officers.

Thank you, Chris. You have heard the motion. Is there a second?

Second.

Thank you. Proposal #4 is an amendment to the BankUnited, Inc. 2014 Omnibus Equity Incentive Plan to increase the number of shares available for issuance by 2.2 million and to extend the term of the plan until May 15, 2030. I will now recognize Leslie Lunak.

Thank you, Susan. I move for the approval of proposal 4. Our equity grants are a key element of our compensation program, and the increase in shares will help us to retain and attract employees.

You have heard the motion. Is there a second?

Second. If you -- second, thank you.

If any shareholder would like to make a comment or ask a question regarding any of the proposals, please submit your comment or question through the web vote portal. It is now 10:15 a.m. Eastern Time on May 15, 2020, and the polls are now open. Any shareholder who hasn't yet voted or wishes 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 sent in proxies or voted via telephone or Internet and do not want to change their vote do not need to take any further action. We'll now take a short pause for voting. [Voting]

Now that everyone has had the opportunity to vote, I now declare the polls for the BankUnited, Inc. 2020 Annual Meeting closed at 10:16 a.m. Eastern time on May 15, 2020.

Susan, do we have voting results?

We do, Raj. We have been informed by the inspector of election that the preliminary vote report shows that the nominees for election to the Board have been duly elected. The appointment of KPMG LLP as the company's independent registered public accounting firm for 2020 has been duly ratified. The compensation of the company's named executive officers has been approved and the amendment for the BankUnited, Inc. 2014 Omnibus Equity Incentive Plan has been approved. We will be reporting the final vote results in a Form 8-K to be filed within 4 business days.

If there are no other matters to come before the shareholders in this annual meeting, I will entertain a motion to adjourn the formal portion of this meeting. Do I have a motion?

So moved.

And any second?

Second.

Thank you. The motion has been duly made and seconded. So ordered. We now have come to the part of the agenda providing for general questions and discussions. Any shareholder wishing to ask a question may enter it in the web portal. We ask that each shareholder limit their question -- their number of questions to 2. Please note, we will attempt to answer as many questions 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. Susan, do we have any questions coming up on the portal?

No, Raj. We have no questions at this time.

Okay. Well, in that case, that concludes today's meeting. Thank you for your continued support of BankUnited, Inc. and hoping to see you in person next year at our shareholder meeting. Thanks, everyone.

As announced, this does conclude today's conference. You may now disconnect, and have a great weekend.