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As Of Filer Filing For·On·As Docs:Size 3/01/18 BankUnited, Inc. 10-K 12/31/17 137:30M |
Document/Exhibit Description Pages Size 1: 10-K Annual Report HTML 2.65M 2: EX-3.1 Articles of Incorporation/Organization or Bylaws HTML 69K 4: EX-21.1 Subsidiaries List HTML 42K 5: EX-23.1 Consent of Experts or Counsel HTML 43K 3: EX-12.1 Statement re: Computation of Ratios HTML 71K 6: EX-31.1 Certification -- §302 - SOA'02 HTML 49K 7: EX-31.2 Certification -- §302 - SOA'02 HTML 49K 8: EX-32.1 Certification -- §906 - SOA'02 HTML 43K 9: EX-32.2 Certification -- §906 - SOA'02 HTML 43K 16: R1 Document and Entity Information HTML 69K 17: R2 Consolidated Balance Sheets HTML 126K 18: R3 Consolidated Balance Sheets (Parenthetical) HTML 54K 19: R4 Consolidated Statements of Income HTML 129K 20: R5 Consolidated Statements of Income (Parenthetical) HTML 53K 21: R6 Consolidated Statements of Comprehensive Income HTML 78K 22: R7 Consolidated Statements of Cash Flows HTML 163K 23: R8 Consolidated Statements of Stockholders? Equity HTML 86K 24: R9 Basis of Presentation and Summary of Significant HTML 169K Accounting Policies Basis of Presentation and Summary of Significant Accounting Policies (Notes) 25: R10 Earnings Per Common Share HTML 93K 26: R11 Acquisition Activity HTML 52K 27: R12 Investment Securities HTML 266K 28: R13 Loans and Allowance for Loan and Lease Losses HTML 1.10M 29: R14 FDIC Indemnification Asset HTML 107K 30: R15 Equipment Under Operating Lease HTML 58K 31: R16 Premises and Equipment and Lease Commitments HTML 68K 32: R17 Federal Home Loan Bank Advances and Other HTML 78K Borrowings 33: R18 Income Taxes HTML 159K 34: R19 Derivatives and Hedging Activities HTML 206K 35: R20 Stockholders' Equity HTML 134K 36: R21 Equity Based Compensation HTML 152K 37: R22 Regulatory Requirements and Restrictions HTML 153K 38: R23 Fair Value Measurements HTML 404K 39: R24 Commitments and Contingencies HTML 52K 40: R25 Condensed Financial Statements of BankUnited, Inc. HTML 147K 41: R26 Quarterly Financial Information (Unaudited) HTML 141K 42: R27 Basis of Presentation and Summary of Significant HTML 261K Accounting Policies (Policies) 43: R28 Earnings Per Common Share (Tables) HTML 95K 44: R29 Acquisition Activity Business Combination (Tables) HTML 51K 45: R30 Investment Securities (Tables) HTML 253K 46: R31 Loans and Allowance for Loan and Lease Losses HTML 1.11M (Tables) 47: R32 FDIC Indemnification Asset (Tables) HTML 123K 48: R33 Equipment Under Operating Lease (Tables) HTML 61K 49: R34 Premises and Equipment and Lease Commitments HTML 67K (Tables) 50: R35 Deposits HTML 101K 51: R36 Deposits Deposits (Tables) HTML 101K 52: R37 Federal Home Loan Bank Advances and Other HTML 76K Borrowings (Tables) 53: R38 Federal Home Loan Bank Advances, Notes and Other HTML 75K Borrowings Notes payable and other borrowings table (Tables) 54: R39 Income Taxes (Tables) HTML 150K 55: R40 Derivatives and Hedging Activities (Tables) HTML 201K 56: R41 Stockholders' Equity (Tables) HTML 134K 57: R42 Equity Based Compensation (Tables) HTML 141K 58: R43 Regulatory Requirements and Restrictions (Tables) HTML 145K 59: R44 Fair Value Measurements (Tables) HTML 440K 60: R45 Commitments and Contingencies (Tables) HTML 48K 61: R46 Condensed Financial Statements of BankUnited, Inc. HTML 147K (Tables) 62: R47 Quarterly Financial Information (Unaudited) HTML 141K (Tables) 63: R48 Earnings Per Common Share (Computation of Basic HTML 90K and Diluted Earnings per Common Share) (Details) 64: R49 Basis of Presentation and Summary of Significant HTML 145K Accounting Policies (Narrative) (Details) 65: R50 Earnings Per Common Share (Potentially Dilutive HTML 49K Securities Outstanding) (Details) 66: R51 Earnings Per Common Share Earnings per Common HTML 42K Share (Narrative) (Details) 67: R52 Acquisition Activity (Narrative) (Details) HTML 44K 68: R53 Acquisition Activity (Schedule of Assets Acquired HTML 69K and Liabilities Assumed) (Details) 69: R54 Investment Securities (Schedule of Investment HTML 92K Securities Available for Sale) (Details) 70: R55 Investment Securities (Narrative) (Details) HTML 98K 71: R56 Investment Securities (Schedule of Maturities of HTML 78K Investment Securities Available for Sale) (Details) 72: R57 Investment Securities (Schedule of Gains and HTML 56K Losses on the Sale and Exchange of Investment Securities Available for Sale) (Details) 73: R58 Investment Securities (Schedule of the Aggregate HTML 109K Fair Value and Amount by which Amortized Cost Exceeds Fair Value for Investment Securities that are in Unrealized Loss Positions) (Details) 74: R59 Loans and Allowance for Loan and Lease Losses HTML 107K (Narrative) (Details) 75: R60 Loans and Allowance for Loan and Lease Losses HTML 134K (Schedule of Loans) (Details) 76: R61 Loans and Allowance for Loan and Lease Losses HTML 71K Loans and Allowance for Loan and Lease Losses (Direct Financing Leases) (Details) 77: R62 Loans and Allowance for Loan and Lease Losses HTML 59K (Schedule for Accretable Yield Rollforward) (Details) 78: R63 Loans and Allowance for Loan and Lease Losses HTML 56K (Schedule of Sold Covered Residential Loans to Third Parties on a Non-recourse Basis) (Details) 79: R64 Loans and Allowance for Loan and Lease Losses HTML 157K (Allowance for Credit Losses on Financing Receivables) (Details) 80: R65 Loans and Allowance for Loan and Lease Losses HTML 108K (Impaired Financing Receivables) (Details) 81: R66 Loans and Allowance for Loan and Lease Losses HTML 89K Loans and Allowance for Loan and Lease Losses (Schedule of Average Recorded Investment in Impaired Loans) (Details) 82: R67 Loans and Allowance for Loan and Lease Losses HTML 76K (Schedule of Recorded Investment in Loans, Other than ACI Loans, on Non-Accrual Status) (Details) 83: R68 Loans and Allowance for Loan and Lease Losses HTML 85K (Schedule of Credit Exposure for Non-Covered Loans Based on Original LTV and FICO Score) (Details) 84: R69 Loans and Allowance for Loan and Lease Losses HTML 106K (Schedule of Commercial Credit Exposure Based on Internal Risk Ratings) (Details) 85: R70 Loans and Allowance for Loan and Lease Losses HTML 159K (Schedule of Financing Receivables Past Due) (Details) 86: R71 Loans and Allowance for Loan and Lease Losses HTML 84K Loans and Allowance for Loan and Lease Losses (Schedule of Loan Concentrations by States) (Details) 87: R72 Loans and Allowance for Loan and Lease Losses HTML 94K Loans and Allowance for Loan and Lease Losses (Schedule of Troubled Debt Restructurings) (Details) 88: R73 FDIC Indemnification Asset (Gains and Losses HTML 73K Associated with Covered Assets) (Details) 89: R74 FDIC Indemnification Asset (Changes in the FDIC HTML 49K Indemnification Asset) (Details) 90: R75 FDIC Indemnification Asset (Balance Sheet) HTML 47K (Details) 91: R76 Equipment Under Operating Lease (Schedule of HTML 52K Equipment Under Operating Lease) (Details) 92: R77 Equipment Under Operating Lease (Schedule of HTML 56K Future Minimum Rental Payments) (Details) 93: R78 Premises and Equipment and Lease Commitments HTML 64K (Summary of Premises and Equipment) (Details) 94: R79 Premises and Equipment and Lease Commitments HTML 48K (Narrative) (Details) 95: R80 Premises and Equipment and Lease Commitments HTML 62K (Schedule of Future Minimum Rentals Under Non-Cancelable Operating Leases) (Details) 96: R81 Deposits (Summary of Average Balances and Weighted HTML 64K Average Rates Paid on Deposits) (Details) 97: R82 Deposits (Narrative) (Details) HTML 51K 98: R83 Deposits (Schedule of Maturities of Time Deposits) HTML 57K (Details) 99: R84 Deposits (Schedule of Interest Expense on HTML 52K Deposits) (Details) 100: R85 Federal Home Loan Bank Advances and Other HTML 60K Borrowings (Narrative) (Details) 101: R86 Federal Home Loan Bank Advances and Other HTML 75K Borrowings (Schedule of Outstanding FHLB Advances) (Details) 102: R87 Federal Home Loan Bank Advances, Notes and Other HTML 55K Borrowings Long-Term Debt (Details) 103: R88 Income Taxes (Schedule of Components of the HTML 66K Provision for Income Taxes) (Details) 104: R89 Income Taxes (Narrative) (Details) HTML 80K 105: R90 Income Taxes (Schedule of Effective Income Tax HTML 85K Rate Reconciliation) (Details) 106: R91 Income Taxes (Schedule of Deferred Tax Assets and HTML 72K Liabilities) (Details) 107: R92 Income Taxes (Schedule of Unrecognized Tax HTML 61K Benefits, Roll Forward) (Details) 108: R93 Derivatives and Hedging Activities (Narrative) HTML 55K (Details) 109: R94 Derivatives and Hedging Activities (Interest Rate HTML 84K Contract Derivative Financial Instruments and Related Hedged Items) (Details) 110: R95 Derivatives and Hedging Activities (Interest Rate HTML 96K Swaps Subject to Master Netting Agreements) (Details) 111: R96 Derivatives and Hedging Activities Derivative and HTML 49K Hedging Activities - Amount of loss reclassified from AOCI into Income (Details) 112: R97 Stockholders' Equity (Narrative) (Details) HTML 54K 113: R98 Stockholders' Equity (Changes in Accumulated Other HTML 119K Comprehensive Income) (Details) 114: R99 Stockholders' Equity (Categories of Other HTML 56K Comprehensive Income) (Details) 115: R100 Equity Based Compensation (Narrative) (Details) HTML 115K 116: R101 Equity Based Compensation (Schedule of HTML 56K Compensation Costs Related to Equity Based Awards) (Details) 117: R102 Equity Based Compensation (Schedule of Nonvested HTML 74K Share Activity) (Details) 118: R103 Equity Based Compensation Schedule of Other HTML 54K Share-Based Compensation, Activity (Details) 119: R104 Equity Based Compensation (Schedule of Stock HTML 68K Options Activity) (Details) 120: R105 Equity Based Compensation (Schedule of Options HTML 75K Outstanding and Exercisable, Additional Information) (Details) 121: R106 Regulatory Requirements and Restrictions (Schedule HTML 113K of Compliance with Regulatory Capital Requirements Under Banking Regulations) (Details) 122: R107 Regulatory Requirements and Restrictions HTML 44K (Narrative) (Details) 123: R108 Fair Value Measurements (Assets and Liabilities HTML 113K Measured at Fair Value on a Recurring Basis) (Details) 124: R109 Fair Value Measurements (Narrative) (Details) HTML 93K 125: R110 Fair Value Measurements (Changes in the Fair Value HTML 78K of Assets and Liabilities Measured at Fair Value) (Details) 126: R111 Fair Value Measurements (Valuation Techniques and HTML 89K Unobservable Inputs Used in the Valuation of Financial Instruments Falling within Level 3 of the Fair Value Hierarchy) (Details) 127: R112 Fair Value Measurements (Assets for which HTML 77K Nonrecurring Changes in Fair Value have been Recorded) (Details) 128: R113 Fair Value Measurements (Carrying Value and Fair HTML 94K Value of Financial Instruments) (Details) 129: R114 Commitments and Contingencies (Total Lending HTML 51K Related Commitments Outstanding) (Details) 130: R115 Condensed Financial Statements of BankUnited, Inc. HTML 77K (Schedule of Condensed Balance Sheet) (Details) 131: R116 Condensed Financial Statements of BankUnited, Inc. HTML 80K (Schedule of Condensed Statements of Income) (Details) 132: R117 Condensed Financial Statements of BankUnited, Inc. HTML 120K (Schedule of Condensed Statements of Cash Flows) (Details) 133: R118 Condensed Financial Statements of BankUnited, Inc. HTML 42K (Narrative) (Details) 134: R119 Quarterly Financial Information (Unaudited) HTML 83K (Schedule of Quarterly Financial Information) (Details) 136: XML IDEA XML File -- Filing Summary XML 262K 135: EXCEL IDEA Workbook of Financial Reports XLSX 211K 10: EX-101.INS XBRL Instance -- bku-20171231 XML 10.43M 12: EX-101.CAL XBRL Calculations -- bku-20171231_cal XML 525K 13: EX-101.DEF XBRL Definitions -- bku-20171231_def XML 1.43M 14: EX-101.LAB XBRL Labels -- bku-20171231_lab XML 3.28M 15: EX-101.PRE XBRL Presentations -- bku-20171231_pre XML 2.15M 11: EX-101.SCH XBRL Schema -- bku-20171231 XSD 348K 137: ZIP XBRL Zipped Folder -- 0001504008-18-000004-xbrl Zip 639K
Exhibit |
(a) | Authorized
Capital Stock. The total number of shares of stock which the Corporation shall have authority to issue is 500,000,000 of which the Corporation shall have authority to issue 400,000,000 shares of common stock, each having a par value of one cent per share ($0.01) (the “Common Stock”), and 100,000,000 shares of preferred stock, each having a par value of one cent per share ($0.01) (the “Preferred Stock”). |
(b) | Common Stock. The powers, preferences and rights, and the qualifications, limitations and restrictions, of the Common Stock are as follows: |
(c) | Preferred Stock. The Board of Directors is expressly authorized to provide for the issuance of all or any shares of the Preferred Stock in one or more classes or series, and to fix for each such class or series such voting powers, full or limited, or no voting powers, and such distinctive designations, preferences and relative, participating, optional or other special rights and such qualifications, limitations or restrictions thereof, as shall be stated and expressed in the resolution or resolutions adopted by the Board of Directors providing for the issuance of such class or series and as may be permitted
by the DGCL, including, without limitation, the authority to provide that any such class or series may be (i) subject to redemption at such time or times and at such price or prices; (ii) entitled to receive dividends (which may be cumulative or non-cumulative) at such rates, on such conditions, and at such times, and payable in preference to, or in such relation to, the dividends payable on any other class or classes of stock or any other series of stock; (iii) entitled to such rights upon any liquidation, dissolution or winding-up, whether voluntary or involuntary, of the Corporation; or (iv) convertible into, or exchangeable for, shares of any other class or classes of stock, or shares of any other series of the same class of stock, of the Corporation at such price or prices or at such rates of exchange and with such adjustments; all as may be stated in such resolution or resolutions. |
(d) | Power
to Sell and Purchase Shares. Subject to the requirements of applicable law, the Corporation shall have the power to issue and sell all or any part of any shares of any class of stock herein or hereafter authorized to such persons, and for such consideration, as the Board of Directors shall from time to time, in its discretion, determine, whether or not greater consideration could be received upon the issue or sale of the same number of shares of another class or of shares of another series of such class, and as otherwise permitted by law. Subject to the requirements of applicable law, the Corporation shall have the power to purchase any shares of any class of stock herein or hereafter authorized from such persons, and for such consideration, as the Board of Directors shall from time to time, in its discretion, determine, whether or not less consideration could be paid upon the purchase of the same number of shares of another class or of shares
of another series of such class, and as otherwise permitted by law. |
(a) | The business and affairs of the Corporation shall be managed by, or under the direction of, the Board of
Directors. In addition to the powers and authority expressly conferred upon the Board of Directors by applicable law, this Amended and Restated Certificate of Incorporation or the Amended and Restated By-Laws of the Corporation (as amended from time to time, the “By-Laws”), the directors are hereby empowered to exercise all such powers and do all such acts and things as may be exercised or done by the Corporation, subject to the provisions of the DGCL and this Amended and Restated Certificate of Incorporation. |
(b) | The
number of directors of the Corporation shall be fixed from time to time exclusively by resolution of the Board of Directors. |
(c) | Subject to the terms of any one or more classes or series of Preferred Stock then outstanding, any vacancy on the Board of Directors that results from an increase in the number of directors may be filled by a majority of the Board of Directors then in office, provided that a quorum is present, and any other vacancy occurring on the Board of Directors may be filled by a majority of the Board of Directors then in office, even if less than a quorum, or by a sole remaining director. The right of stockholders to fill vacancies on the Board of Directors is hereby specifically denied.
Any director elected to fill a vacancy not resulting from an increase in the number of directors shall have the same remaining term as that of his or her predecessor. |
(d) | Subject to applicable law and the rights, if any, of the holders of shares of Preferred Stock then outstanding, any director or the entire Board of Directors may be removed from office at any time by the affirmative vote of the holders of at least a majority in voting power of the issued and outstanding capital stock of the Corporation entitled to vote in the election of directors (the “Voting Stock”). |
(e) | Notwithstanding
the foregoing, the election, term, removal and filling of vacancies with respect to directors, if any, elected separately by the holders of one or more classes or series of Preferred Stock shall not be governed by this Article FIFTH, but rather shall be as provided for in the resolutions adopted by the Board of Directors creating and establishing such class or series of Preferred Stock. |
(f) | In addition to the powers and authority hereinbefore or by statute expressly conferred upon them, the Board of Directors is hereby empowered to exercise all such powers and do all such acts and things as may be exercised or done by the Corporation, subject to the provisions of the DGCL and this Amended and Restated
Certificate of Incorporation and any By-Laws adopted by the stock-holders; provided, however, that no By-Laws hereafter adopted by the stock-holders shall invalidate any prior act of the directors which would have been valid if such By-Laws had not been adopted. |
BANKUNITED, INC. | |||||||
By: | /s/ John
A. Kanas | ||||||
Name: | |||||||
Title: | Chairman,
President and Chief Executive Officer |
This ‘10-K’ Filing | Date | Other Filings | ||
---|---|---|---|---|
Filed as of: | 3/1/18 | 4 | ||
Filed on: | 2/28/18 | |||
For Period end: | 12/31/17 | 5 | ||
5/18/16 | 4, 8-K, DEF 14A | |||
2/11/16 | 4, SC 13G/A | |||
4/28/09 | ||||
List all Filings |
As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 2/20/24 BankUnited, Inc. 10-K 12/31/23 135:28M 5/16/23 BankUnited, Inc. S-8 POS 5/16/23 5:279K 5/16/23 BankUnited, Inc. S-8 5/16/23 6:288K 2/22/23 BankUnited, Inc. 10-K 12/31/22 129:35M 2/24/22 BankUnited, Inc. 10-K 12/31/21 131:28M 11/16/21 BankUnited, Inc. S-8 11/16/21 3:72K Toppan Merrill/FA 2/26/21 BankUnited, Inc. 10-K 12/31/20 126:28M |