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

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 stated in our proxy statement, we're holding a virtual shareholder meeting due to the COVID-19 pandemic. We will hopefully be able to return to a traditional in-person meeting for next year's annual 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 in as many as possible, and we'll address unanswered questions on our corporate website after the meeting. It is 10:00, a little over 10:00 actually. And in accordance with the notice of the meeting, I call to order this annual meeting of shareholders. Let's go through some introductions. I would now like to introduce our current directors who are standing for reelection. Present Directors, in addition to myself, who are candidates for reelection are: Tere Blanca, President and CEO of Blanca Commercial Real Estate; John DiGiacomo, former CFO of Northwell Bank. We have Michael Dowling, who's President and CEO of Northwell Health; Doug Pauls, former CFO of BankUnited; Gail Prudenti, retired Chief Administrative Judge of the Court of New York State and current Dean at the Maurice Deane School of Law at Hofstra University and Executive Director at the Center for Children, Families and Law at Hofstra; Bill Rubenstein, retired partner from Skadden, Arps; Dr. Sanjiv Sobti, former executive at several preeminent 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 team are also here, including some members of the senior management team. Across the table from me is Tom Cornish, our Chief Operating Officer. Right next to me is Leslie Lunak, our Chief Financial Officer. We have Jay Richards online, our Chief Risk Officer; Chris Perry, our Head of Human Resources is here with us. Also present today are Nicole and David Perry from Deloitte & Touche LLP, company's auditors. They will be available during the question-and-answer pared to respond to appropriate questions. Also, we are being assisted today by [ Beck Vanderbeck ] of Broadridge Financial Solutions in the tabulation of proxies and ballots. Susan Greenfield, the Corporate Secretary of the company, who is also here with me, will now report on the mailing of the notice of this meeting and the presence of the quorum. Susan?

Thank you, Raj. This meeting is held pursuant to printed notice mailed on April 8, 2021 to each shareholder of record as of March 29, 2021, 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 87,178,693 shares of the company's voting capital stock were present in person or by proxy. This is 93.5% of the outstanding vote -- voting stock of the company.

Thank you. 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. Susan will present the proposals to be voted on. Susan?

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 2022 and until their respective successors are duly elected and qualified. Those individuals named as nominees of director beginning on Page 3 of the company's proxy statement mailed on April 8, 2021.

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

Second.

Proposal #2 is the ratification of the appointment by the Board of Directors of Deloitte & Touche LLP as the independent registered public accounting firm of the company for 2021. I would like to call upon Sanjiv Sobti, Chairman 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 had direct access to both the outside auditors and the internal auditors. In March of this year, following a competitive proposal process, the committee chose Deloitte & Touche LLP to serve as the company's independent registered public accounting firm for 2021. I move for the ratification of the appointment of Deloitte & Touche LLP as the company's independent registered public accounting firm for 2021.

Thank you, Sanjiv. You've heard the motion. Is there a second?

Second.

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 Chris 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.

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 portal. It is now 10:09 a.m. Eastern Time's on May 25, 2021, 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. And we're going to pause for just a second to see if anyone wants to vote. [Voting]

Now that everyone has had the opportunity to vote, I now declare the polls for the BankUnited, Inc. 2021 Annual Stockholder Meeting closed at 10:10 a.m. Eastern Time on May 25, 2021.

Susan, can we have voting results?

We do. 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 Deloitte & Touche LLP as the company's independent registered public accounting firm for 2021 has been duly ratified and the compensation of the company's named executive officer 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 like to make a motion to adjourn the formal portion of this meeting. So...

Second.

The motion has been duly made and seconded. So ordered. We have now 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 number 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. Any questions in the portal?

Raj, I'm showing no one in the Q&A.

Okay. If that's the case, then I would like to thank all of you for attending. This has been a pretty challenging year for everyone. I'm proud of what the company has achieved during this very challenging time. Thank you, everyone, who works at the company for taking care of our clients, protecting the shareholder capital through the pandemic. And I especially want to thank the Board. We -- I think we've -- the Board has met more this year than any year before for obvious reasons. So thank you for the service. But one quick check, any other questions? No, I don't see any questions from portal. I guess that concludes today's meeting. Thank you for your continued support of our company. Thank you, guys.