BankUnited, Inc. 8-K

What Happened

• On May 21, 2026, at its annual meeting, BankUnited, Inc. announced that shareholders approved an Amended and Restated 2023 Omnibus Equity Incentive Plan that replaces the prior 2023 plan. The Amended Plan increases the share pool and extends the plan term. At the same meeting shareholders also elected nine directors, ratified Deloitte & Touche LLP as the company’s independent auditor for 2026, and approved an advisory “say‑on‑pay” vote for named executive officer compensation.

Key Details

• Amended Equity Plan: increased by 1,500,000 shares to a total of 2,301,549 shares of common stock; termination date extended from May 16, 2033 to May 21, 2036; authorizes awards including restricted stock, RSUs, options, SARs, performance shares, deferred shares, other equity awards and cash awards. Company will file a Form S‑8 to register the shares.
• Plan vote (Proposal No. 4): For 36,175,265; Against 23,906,092; Abstain 993,760; Broker non‑vote 6,891,801.
• Director elections (Proposal No. 1): All nine nominees were elected. Examples of vote totals: John N. DiGiacomo 60,953,296 For; Tere Blanca 60,221,482 For; Michael J. Dowling 59,641,937 For (1,433,180 withheld). Each director vote also showed 6,891,801 broker non‑votes.
• Other proposals: Auditor ratification (Proposal No. 2) — Deloitte & Touche LLP ratified (For 67,952,223; Against 7,163; Abstain 7,532). Advisory say‑on‑pay (Proposal No. 3) — For 54,673,360; Against 6,236,321; Abstain 165,436; Broker non‑vote 6,891,801.

Why It Matters

• The approved Amended Plan creates additional equity available for employee and executive compensation and extends the window for grants through 2036; this supports retention and incentive programs but also increases potential share dilution by 1.5 million shares.
• Re‑election of the full board and ratification of the auditor indicate continuity in governance and oversight. The advisory compensation vote passed, and the equity plan passed despite a notable number of opposing votes on the plan itself — a point some investors may monitor when assessing governance and dilution.