Shareholder Communications
Our Board of Directors provides for a process by which shareholders may communicate with the Board of Directors, a Board of Directors’ committee, the independent directors as a group, and individual directors. Shareholders who wish to communicate with our Board of Directors, a Board of Directors’ committee, or any other directors or individual directors may do so by sending
written communications addressed to the Board of Directors of 1
st
United Bancorp, a Board of Directors’ committee, or such group of directors or individual directors to the following address:
1
st
United Bancorp, Inc.
c/o Corporate Secretary
One North Federal Highway
Boca Raton, FL 33432
Communications will be compiled by our Corporate Secretary and submitted to the Board of Directors, a committee of the Board of Directors, or the appropriate group of directors or individual directors, as appropriate, at the next regular meeting of the Board of Directors. The Board of Directors has requested that the Corporate Secretary submit to the Board of Directors all communications
received, excluding those items that are not related to board duties and responsibilities, such as: mass mailings; job inquiries and resumes; and advertisements, solicitations, and surveys.
Code of Ethics and Code of Conduct
The Board of Directors has adopted a Code of Ethics applicable to our Chief Executive Officer and our financial and accounting officers and a Code of Conduct applicable to all employees, officers, and directors, which are available, without charge, upon written request to:
1
st
United Bancorp, Inc.
c/o Corporate Secretary
One North Federal Highway
Boca Raton, FL 33432
These codes are designed to comply with NASDAQ and U.S. Securities and Exchange Commission requirements.
Board of Directors and Committee Evaluations
The Corporate Governance Committee of the Board of Directors uses written questionnaires to evaluate the Board of Directors as a whole and its committees. The evaluation process occurs annually. Directors submit completed questionnaires to the Chair of the Corporate Governance Committee, who summarizes the results without attribution. The full Board of Directors discusses the summary of the
Board of Directors evaluation, and each committee discusses the summary of its own evaluation.
Director Nominating Process
The Corporate Governance Committee of the Board of Directors annually reviews and makes recommendations to the full Board of Directors regarding the composition and size of the Board of Directors so that the Board of Directors consists of members with the proper expertise, skills, attributes, and personal and professional backgrounds needed by the Board of Directors, consistent with
applicable regulatory requirements.
The Corporate Governance Committee believes that all directors, including nominees, should possess the highest personal and professional ethics, integrity, and values, and be committed to representing the long-term interests of our shareholders. The Corporate Governance Committee will consider criteria including the nominee’s current or recent experience as a senior executive officer,
whether the nominee is independent, as that term is defined in Rule 5605(a)(2) of the NASDAQ listing standards, the business experience currently desired on the Board of Directors, geography, the nominee’s banking industry experience, and the nominee’s general ability to enhance the overall composition of the Board of Directors. The Corporate Governance Committee does not have a formal policy on diversity.
14
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1st United Bancorp, Inc. Notice of Annual Meeting and Proxy Statement
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Our Corporate Governance Committee will identify nominees for directors primarily based upon suggestions from shareholders, current directors, and executives. The Chair of the Corporate Governance Committee and at least one other member of the Corporate Governance Committee will interview director candidates. The full Board of Directors will formally nominate candidates for director to be
included in the slate of directors presented for shareholder vote based upon the recommendations of the Corporate Governance Committee following this process.
Director Attendance at Annual Meeting of Shareholders
We encourage all incumbent directors, as well as nominees for election as director, to attend the Annual Meeting of Shareholders. All of our incumbent directors attended our Annual Meeting in May 2009.
Director Service on Other Boards
Directors must be willing to devote sufficient time to carrying out their duties and responsibilities effectively, and should be committed to serving on the Board of Directors for an extended period of time. No director may serve on more than three other public company boards of directors. A director must advise the Chairman of the Board of Directors and the Chairman of the Corporate
Governance Committee of the Board of Directors before accepting an invitation to serve as a director of another public company. The Corporate Governance Committee will review whether such board membership may unduly impact the ability of the director to fulfill the director’s duties to us.
TRANSACTIONS WITH MANAGEMENT AND RELATED PERSONS
Some of our directors and officers, and other persons and entities with which they are affiliated, are customers of, and have in the ordinary course of business banking transactions with, 1
st
United Bank. These transactions include loans, commitments, lines of credit, and letters of credit, any of which may, from time to time, exceed $120,000. All loans included in these
transactions were made on substantially the same terms, including interest rates and collateral requirements, as those prevailing at the time for comparable transactions with other persons who were not affiliates of 1st United Bank and, in the opinion of management, did not involve more than the normal risk of collectability or presented other unfavorable features. Our Board of Directors approved all these transactions. Additional transactions with these persons and businesses are
anticipated in the future. As of December 31, 2009, the amount of credit extended to directors, executive officers and their affiliates in the aggregate was approximately $11.2 million.
We recognize that transactions between us and any of our directors or executive officers can present potential or actual conflicts of interest and create the appearance that our decisions are based on considerations other than our and our shareholders’ best interests. Therefore, as a general matter, it is our preference to avoid these transactions. Nevertheless, we recognize that
there are situations where these transactions may be in, or may not be inconsistent with, our best interests. Therefore, we have adopted formal written procedures that require the Audit Committee of our Board of Directors to review and, if appropriate, to approve or ratify each of these transactions. Pursuant to the procedures, the Audit Committee will review any transaction in which we are or will be a participant and the amount involved exceeds $120,000, and in which any of our
directors or executives had, has or will have a direct or indirect material interest. After its review, the Audit Committee will only approve or ratify those transactions that are in, or are not inconsistent with, our and our shareholders’ best interests, as the Committee determines in good faith.
For the year ended December 31, 2009, we paid approximately $252,000 to The Plastridge Agency, Inc., a company controlled by Thomas E. Lynch, one of our directors, for insurance services. The amounts paid to The Plastridge Agency include insurance premiums remitted to our insurance carriers. In addition, for the year ended December 31, 2009, we made lease payments totaling $158,000 to South
County Road, Inc., a company controlled by Carlos Morrison, one of our directors, for rent on one of 1
st
United Bank’s branches.
In May 2008, we sold 660,000 shares of our Series A Non-Cumulative Perpetual Preferred Stock (“Series A Preferred Stock”) in a private offering, including to certain of our directors, at a purchase price of $10.00 per
|
1st United Bancorp, Inc. Notice of Annual Meeting and Proxy Statement
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15
|
share for an aggregate offering price of $6.6 million. In September 2008, we acquired 127,615 shares of Series A Preferred Stock from certain holders in exchange for 196,325 shares of our Common Stock. In October 2008, we acquired 72,882 shares of Series A Preferred Stock held by certain holders in exchange for 111,492 shares of our Common Stock. In February 2009, all remaining shares of Series A Preferred
Stock were exchanged for shares of Series B Preferred Stock. In November 2009, we repurchased all shares of our Series B Preferred Stock.
EXECUTIVE OFFICERS
The names, ages, and current positions of our executive officers as of the record date are listed in the table below. If an executive officer is also a nominee for director, then his biography is presented in “Proposal 1 –Election of Directors – Information Concerning the Nominees and Directors” beginning on page6. Executive officers are elected annually by the Board
of Directors at its meeting following the Annual Meeting of Shareholders to serve for a one-year term and until their successors are elected and qualified. There are no family relationships among the executive officers nor is there any agreement or understanding between any officer and any other person pursuant to which the officer was elected.
Name
|
Age
|
Position
|
Wade E. Jacobson
|
41
|
Executive Vice President, Chief Lending Officer, 1
st
United Bank
|
John Marino
|
46
|
President
|
Warren S. Orlando
|
67
|
Chairman of the Board of Directors
|
Lawrence Ostermayer
|
57
|
Senior Vice President, Credit Administration, 1
st
United Bank
|
Rudy E. Schupp
|
59
|
Chief Executive Officer
|
|
|
|
Wade E. Jacobson
has been the Executive Vice President, Chief Lending Officer for 1
st
United Bank since March 2007. Prior to that time, Mr. Jacobson served as Senior Vice President, Team Leader Business Banking for 1
st
United Bank from July 2003 (when he joined 1
st
United Bank) until his promotion in March 2007.
Mr. Jacobson began his career with Barnett Bank in the Management Associate Training Program in 1990 and rose to the position of Vice President Relationship Manager within that organization. He held positions of increasing responsibility in lending production with SunTrust from 1998 until 2000, and Republic Security Bank and Wachovia from 2000 until 2003. Mr. Jacobson is a graduate of Clemson University and holds a Bachelor’s Degree in Finance.
Lawrence Ostermayer
joined 1
st
United Bank in September of 2003 and currently holds the position of Senior Vice President, Credit Administration. Mr. Ostermayer was employed by RBC Centura Bank as Senior Credit Risk Manager – South Florida/ Special Loan Group Manager Florida & Georgia from 2002 until joining 1
st
United. From
1998 until 2002 Mr. Ostermayer worked with Republic Security/Wachovia in Business Banking and Special Assets. Mr. Ostermayer was with Barnett Bank/Bank of America from 1986 until 1998 managing all aspects of the credit process in the Florida counties of Palm Beach, Martin, Okeechobee, and Highlands. Mr. Ostermayer is a graduate of Salem College and holds a Bachelor of Science in Business Administration.
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1st United Bancorp, Inc. Notice of Annual Meeting and Proxy Statement
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EXECUTIVE COMPENSATION
Summary Compensation Table
The following summary compensation table shows compensation information for our principal executive officer, chairman, and our two most highly compensated executive officers as of December 31, 2009 and 2008. We refer to each of the individuals named in the table below as “named executive officers” as our “founding executive officers.”
Name and Principal Position
|
|
Year
|
|
Salary
($)
|
|
Bonus
($)
|
|
Option
Awards
($)
(1)
|
|
Nonequity
Incentive Plan
Compensation
|
|
All Other
Compensation
($)
(2)
|
|
Total
($)
|
|
Warren S. Orlando
|
|
2009
|
|
$
|
130,000
|
|
$
|
0
|
|
$
|
988,016
|
|
$
|
105,750
|
|
$
|
46,200
|
|
$
|
1,269,966
|
|
Chairman of the Board
|
|
2008
|
|
|
125,000
|
|
|
33,333
|
|
|
518,574
|
|
|
10,080
|
|
|
39,663
|
|
|
726,650
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Rudy E. Schupp
|
|
2009
|
|
|
270,000
|
|
|
0
|
|
|
988,016
|
|
|
211,500
|
|
|
34,999
|
|
|
1,504,515
|
|
Chief Executive Officer
|
|
2008
|
|
|
250,000
|
|
|
33,333
|
|
|
518,574
|
|
|
20,160
|
|
|
39,036
|
|
|
861,103
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
John Marino
|
|
2009
|
|
|
260,000
|
|
|
0
|
|
|
988,016
|
|
|
211,500
|
|
|
18,433
|
|
|
1,477,949
|
|
President
|
|
2008
|
|
|
250,000
|
|
|
33,333
|
|
|
518,574
|
|
|
20,160
|
|
|
23,851
|
|
|
845,918
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1)
|
During 2009, Messrs. Orlando, Schupp, and Marino each received 536,566 stock options which vest ratably over 10 years with an exercise price of $5.40 per share.
|
|
|
|
The values for stock option awards in this column represent the grant date fair value of awards computed in accordance with FASB ASC Topic 718. Values for awards subject to performance conditions are computed based on the probable outcome of the performance condition as of the grant date for the award. A discussion of the assumptions used in calculating the award may be found in Note 12 to our audited consolidated financial statements for the
fiscal year ended December 31, 2009 included in our Annual Report on Form 10-K filed with the Securities and Exchange Commission.
|
|
|
(2)
|
The amounts reported in 2009 reflect, for each named executive officer, the sum of (i) the incremental cost to us of all perquisites and other personal benefits; and (ii) amounts contributed by us to the 401(k) plan. The following table outlines those (i) perquisites and other personal benefits and (ii) additional all other compensation
required by the Securities and Exchange Commission rules to be separately quantified:
|
Name
|
|
401(k) Match
|
|
Club Dues
|
|
Automobile
|
|
Healthcare Premiums
|
|
Warren S. Orlando
|
|
$
|
2,094
|
|
$
|
22,742
|
|
$
|
10,357
|
|
$
|
11,007
|
|
Rudy E. Schupp
|
|
|
3,882
|
|
|
16,481
|
|
|
3,176
|
|
|
11,460
|
|
John Marino
|
|
|
3,737
|
|
|
925
|
|
|
2,311
|
|
|
11,460
|
|
We have entered into written employment agreements with each of our named executive officers.
Warren S. Orlando
On March 4, 2004, 1st United Bank and we entered into an Employment Agreement with Mr. Orlando. That agreement was amended on November 16, 2007 and December 18, 2008. Mr. Orlando serves as our and 1
st
United Bank’s Chairman. His agreement is for a continuously renewing three-year period and provides for a minimum annual base salary of $125,000. In addition,
Mr. Orlando is entitled to one percent of our consolidated net income (before taxes for each fiscal quarter (excluding certain items classified as “extraordinary” under generally accepted accounting principles in the United States) and excluding restructuring charges and other charges relating to mergers, acquisitions or other similar transactions).
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1st United Bancorp, Inc. Notice of Annual Meeting and Proxy Statement
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|
Mr. Orlando is entitled to participate in all of the employee benefit programs and perquisites generally available to our executive officers, including the following benefits:
|
§
|
Stock options in an amount equal to three and one-third percent (3.33%) of our issued and outstanding Common Stock. Net share settlement of the options is permitted.
|
|
|
|
|
§
|
Benefits under our SERP.
|
Mr. Orlando is entitled to grants of stock options in an amount equal to three and one-third percent (3.33%) of the issued and outstanding shares of our Common Stock from time to time, excluding any shares of Common Stock outstanding as a result of Mr. Orlando’s exercise of options. Any options granted to Mr. Orlando prior to January 1, 2007 pursuant to this provision
of his employment vested immediately and are exercisable on the grant date. Any options granted on or after January 1, 2007 vest in equal installments over a 5-year period, or 20% each year, from the date of grant or over 10 years, or 10% each year from the date of grant. All unvested options become immediately vested and exercisable upon (i) Mr. Orlando’s termination not for cause, (ii) a change of control, or (iii) Mr. Orlando’s death or disability.
All decisions concerning Mr. Orlando’s employment and/or termination require the prior written consent of at least eighty percent of the entire Board of Directors (not including Mr. Orlando). Mr. Orlando is entitled to certain severance benefits if his employment is terminated upon a change of control or if he resigns within 90 days of any of the following
(“without cause”): (a) failure of our or 1
st
United’s Board to re-elect him as Chairman; (b) failure to be re-elected to our or 1
st
United’s Board; (c) material failure (after proper notice and failure to cure) by us or 1
st
United Bank with respect to Mr. Orlando’s duties; (d) material breach by us or 1
st
United Bank of the terms of his employment agreement (including salary and benefits having a material
adverse effect on Mr. Orlando’s compensation); (e) relocation of principal place of employment outside of Palm Beach County, Florida; or (f) any other reason that is not a “for cause” termination.
Rudy E. Schupp
On March 4, 2004, 1st United Bank and we entered into an Employment Agreement with Mr. Schupp. That agreement was amended on November 16, 2007 and December 18, 2008. Mr. Schupp serves as our Chief Executive Officer and as Chief Executive Officer and President of 1st United Bank. His agreement is for a continuously renewing three-year period and provides for a minimum annual base
salary of $250,000. In addition, Mr. Schupp is entitled to two percent of our consolidated net income (before taxes for each fiscal quarter (excluding certain items classified as “extraordinary” under generally accepted accounting principles in the United States) and excluding restructuring charges and other charges relating to mergers, acquisitions or other similar transactions).
Mr. Schupp is entitled to participate in all of the employee benefit programs and perquisites generally available to our executive officers. In addition, Mr. Schupp is entitled to the following benefits:
|
§
|
Stock options in an amount equal to three and one-third percent (3.33%) of our issued and outstanding Common Stock. Net share settlement of the options is permitted.
|
|
|
|
|
§
|
Benefits under our SERP.
|
Mr. Schupp is entitled to grants of stock options in an amount equal to three and one-third percent (3.33%) of the issued and outstanding shares of our Common Stock from time to time, excluding any shares of Common Stock outstanding as a result of Mr. Schupp’s exercise of options. Any options granted to Mr. Schupp prior to January 1, 2007 pursuant to this provision of
his employment vested immediately and are exercisable on the grant date. Any options granted on or after January 1, 2007 vest in equal installments over a 5-year period, or 20% each year, from the date of grant or over 10 years, or 10% each year from the date of grant. All unvested options become immediately vested and exercisable upon (i) Mr. Schupp’s termination not for cause, (ii) a change of control, or (iii) Mr. Schupp’s death or disability.
All decisions concerning Mr. Schupp’s employment and/or termination require the prior written consent of at least eighty percent of the entire Board of Directors (not including Mr. Schupp). Mr. Schupp is entitled to certain severance benefits if his employment is terminated upon a change-in-control or if he resigns within 90 days of any of the following (“without
cause”): (a) failure of either our or 1
st
United Bank’s Board to re-elect him as Chief Executive Officer or President; (b) failure to be re-elected to either our or 1
st
United Bank’s Board; (c) material
18
|
1st United Bancorp, Inc. Notice of Annual Meeting and Proxy Statement
|
failure (after proper notice and failure to cure) by us or 1
st
United Bank with respect to Mr. Schupp’s duties; (d) material breach by us or 1
st
United Bank of the terms of his employment agreement (including salary and benefits having a material adverse effect on Mr. Schupp’s compensation); (e) relocation of principal place of employment outside of Palm Beach
County, Florida; or (f) any other reason that is not a “for cause” termination.
John Marino
On March 4, 2004, 1st United Bank and we entered into an Employment Agreement with John Marino. That agreement was amended on November 16, 2007 and December 18, 2008. Mr. Marino serves as our President and Chief Operating Officer and as Chief Operating Officer and Chief Financial Officer of 1st United Bank. His agreement is for a continuously renewing three-year period and provides for
a minimum annual base salary of $250,000. In addition, Mr. Marino is entitled to two percent of our consolidated net income (before taxes for each fiscal quarter (excluding certain items classified as “extraordinary” under generally accepted accounting principles in the United States) and excluding restructuring charges and other charges relating to mergers, acquisitions or other similar transactions).
Mr. Marino is entitled to participate in all of the employee benefit programs and perquisites generally available to our executive officers, including the following benefits:
|
§
|
Stock options in an amount equal to three and one-third percent (3.33%) of our issued and outstanding Common Stock. Net share settlement of the options is permitted.
|
|
|
|
|
§
|
Benefits under our SERP.
|
Mr. Marino is entitled to grants of stock options in an amount equal to three and one-third percent (3.33%) of the issued and outstanding shares of our Common Stock from time to time, excluding any shares of Common Stock outstanding as a result of Mr. Marino’s exercise of options. Any options granted to Mr. Marino prior to January 1, 2007 pursuant to this provision of
his employment vested immediately and are exercisable on the grant date. Any options granted on or after January 1, 2007 vest in equal installments over a 5-year period, or 20% each year, from the date of grant or over 10 years, or 10% each year from the date of grant. All unvested options become immediately vested and exercisable upon (i) Mr. Marino’s termination not for cause, (ii) a change-in-control, or (iii) Mr. Marino’s death or disability.
All decisions concerning Mr. Marino’s employment and/or termination require the prior written consent of at least eighty percent of the entire Board of Directors (not including Mr. Marino). Mr. Marino is entitled to certain severance benefits if his employment is terminated upon a change-in-control or if he resigns within 90 days of any of the following (“without
cause”): (a) failure of either our Board to re-elect him as President and Chief Operating Officer or 1
st
United Bank’s Board to re-elect him as Chief Operating Officer and Chief Financial Officer; (b) failure to be re-elected to our or 1
st
United Bank’s Board; (c) material failure (after proper notice and failure to cure) by us or 1
st
United Bank with respect to Mr. Marino’s duties; (d) material breach by us or 1
st
United Bank of the terms of his employment agreement (including salary and benefits having a material adverse effect on Mr. Marino’s compensation); (e) relocation of principal place of employment outside of Palm Beach County, Florida; or (f) any other reason that is not a “for cause” termination.
|
1st United Bancorp, Inc. Notice of Annual Meeting and Proxy Statement
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19
|
Outstanding Equity Awards at Fiscal Year-End 2009
The following table provides information, for our named executive officers, on stock option holdings at the end of 2009.
Name
|
|
Number of Securities
Underlying Unexercised
Options
(#)
|
|
Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options
(#)
|
|
Option
Exercise
Price
($)
|
|
Option
Expiration
Date
|
|
Exercisable
|
|
Unexercisable
|
Warren S. Orlando
|
|
34,448
|
|
—
|
|
|
—
|
|
$
|
10.60
|
|
7/1/2013
|
|
|
|
53,333
|
|
—
|
|
|
—
|
|
|
12.50
|
|
4/30/2014
|
|
|
|
69,335
|
|
—
|
|
|
—
|
|
|
13.50
|
|
12/19/2015
|
|
|
|
12,861
|
|
51,444
|
(1)
|
|
—
|
|
|
14.50
|
|
3/1/2018
|
|
|
|
12,000
|
|
48,000
|
(2)
|
|
—
|
|
|
7.00
|
|
9/30/2018
|
|
|
|
—
|
|
466,666
|
(1)
|
|
—
|
|
|
5.40
|
|
9/17/2019
|
|
|
|
—
|
|
70,000
|
(1)
|
|
—
|
|
|
5.40
|
|
10/6/2019
|
|
Rudy E. Schupp
|
|
34,448
|
|
—
|
|
|
—
|
|
|
10.60
|
|
7/1/2013
|
|
|
|
53,333
|
|
—
|
|
|
—
|
|
|
12.50
|
|
4/30/2014
|
|
|
|
69,335
|
|
—
|
|
|
—
|
|
|
13.50
|
|
12/19/2015
|
|
|
|
12,861
|
|
51,444
|
(1)
|
|
—
|
|
|
14.50
|
|
3/1/2018
|
|
|
|
12,000
|
|
48,000
|
(2)
|
|
—
|
|
|
7.00
|
|
9/30/2018
|
|
|
|
—
|
|
466,666
|
(1)
|
|
—
|
|
|
5.40
|
|
9/17/2019
|
|
|
|
—
|
|
70,000
|
(1)
|
|
—
|
|
|
5.40
|
|
10/6/2019
|
|
John Marino
|
|
34,448
|
|
—
|
|
|
—
|
|
|
10.60
|
|
7/1/2013
|
|
|
|
53,333
|
|
—
|
|
|
—
|
|
|
12.50
|
|
4/30/2014
|
|
|
|
69,335
|
|
—
|
|
|
—
|
|
|
13.50
|
|
12/19/2015
|
|
|
|
12,861
|
|
51,444
|
(1)
|
|
—
|
|
|
14.50
|
|
3/1/2018
|
|
|
|
12,000
|
|
48,000
|
(2)
|
|
—
|
|
|
7.00
|
|
9/30/2018
|
|
|
|
—
|
|
466,666
|
(1)
|
|
—
|
|
|
5.40
|
|
9/17/2019
|
|
|
|
—
|
|
70,000
|
(1)
|
|
—
|
|
|
5.40
|
|
10/6/2019
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1)
|
Vest ratably over 10 years (10% per year).
|
|
|
(2)
|
Vest ratably over 5 years (20% per year).
|
Pension Benefits
We provide to Messrs. Orlando, Schupp, and Marino retirement benefits under our SERP, a non-qualified plan. The key provisions of the SERP are as follows.
Monthly Benefit
For Messrs. Schupp and Marino, upon separation from service, for reasons other than death, on or after their normal retirement age, which for Mr. Schupp means his 65
th
birthday and for Mr. Marino his 55
th
birthday, each will receive 30% of his average base annual salary, excluding bonuses, commissions, fringe and incentive
20
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1st United Bancorp, Inc. Notice of Annual Meeting and Proxy Statement
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compensation but including deferrals under any retirement or cafeteria plan, of the highest three of the last five years in which he is employed by us or 1
st
United Bank. In the case of Mr. Orlando, upon separation from service, for reasons other than death, on or after his normal retirement age of 75, he will receive 30% of two times his average base annual salary, excluding bonuses,
commissions, fringe and incentive compensation but including deferrals under any retirement or cafeteria plan, of the highest three of the last five years in which he is employed by us or 1
st
United Bank, each year for a period of 20 years. For purposes of the description of the SERP, these calculations will be referred to as the Final Base Salary.
Early Retirement Benefit
If the executive officer elects to retire prior to normal retirement age for any reason other than a change-in-control, death, constructive early termination or disability, the executive officer shall receive30% of Final Base Salary subject to the following vesting schedule:
Full Calendar Years Subsequent to the
Vesting Commencement Date
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Vested Portion of Benefit
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1
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20.0%
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2
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40.0%
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3
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47.5%
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4
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55.0%
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5
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62.5%
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6
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70.0%
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7
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77.5%
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8
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85.0%
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9
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92.5%
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10 or more
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100.0%
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Vesting
Vesting commenced on July 1, 2006, which was the first day of the calendar month following the calendar quarter in which 1
st
United Bank and we first had consolidated total assets of at least $250.0 million, as reported by us and to our banking regulators.
Change-in-control Benefit
Upon a change-in-control, the executive officer will receive 70% of Final Base Salary each year for a period of 20 years.
Death Benefit
If the executive officer dies while in our or 1
st
United Bank’s active service, the executive officer’s estate will receive 30% of his Final Base Salary. For purposes of determining Final Base Salary, if at the time of his death the executive officer was employed by us or 1
st
United Bank for (i) less than five (5) years, the average base salary shall be
based on the highest three of the total years employed or (ii) less than three years, the average base salary shall be the highest base salary in any year employed.
Other Post-Employment Compensation
We have entered into employment agreements and maintain SERPs that will require us to provide compensation to our named executive officers in the event of a termination of employment or our “change of control” (for purposes of the employment agreement) or our change-in-control (for purposes of the SERP).
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Involuntary Not For Cause Termination or Termination for Good Reason
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In addition to amounts due under the SERP, the founding executive officers will be entitled to three times base salary (or in the case of Mr. Orlando, six times base salary) and healthcare benefits (as well as for the
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1st United Bancorp, Inc. Notice of Annual Meeting and Proxy Statement
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21
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executive’s spouse) until the executive becomes Medicare eligible, at which time he and his spouse shall be provided Medicare supplemental insurance for life with the same level of benefits as before, if the executive is involuntary terminated not for cause or terminates for good reason. A termination is for cause if it is for any of the following reasons:
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§
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the executive intentionally engages in dishonest conduct in connection with his performance of services for us or 1st United Bank resulting in his conviction of a felony;
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§
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the executive is convicted of, or pleads guilty or nolo contendere to, a felony or any crime involving moral turpitude;
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§
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the executive willfully fails or refuses to perform his duties under his employment agreement;
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the executive breaches his fiduciary duties to us or 1st United Bank for personal profit; or
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§
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the executive willfully breaches or violates any law, rule or regulation (other than traffic or boating violations or similar offenses), or a final cease and desist order in connection with his performance of services for us or 1st United Bank.
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A termination by the executive is for good reason if it is for any of the following reasons:
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§
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the failure of our or 1
st
United Bank’s Board of Directors to appoint or re-appoint or elect or re-elect the executive to the offices he currently holds (or a more senior office, if any);
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§
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the failure of our or 1
st
United Bank’s shareholders to elect or re-elect the executive to our Board of Directors or 1st United Bank’s Board of Directors;
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§
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the failure of our or 1
st
United Bank’s Board of Directors or Corporate Governance Committee to nominate the executive for such election or re-election;
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§
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a material diminution in the executive’s duties, functions and responsibilities;
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§
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a material breach of the executive’s employment agreement or as to any other compensation or benefit program in which the executive participates; or
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the relocation of the executive’s principal place of employment, without his written consent, to a location outside of Palm Beach County, Florida.
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Payments upon a Termination in Connection with a Control Change
In addition to amounts due under the SERP, the founding executive officers will be entitled to three times base salary (or in the case of Mr. Orlando, six times base salary) and healthcare benefits (as well as for the executive’s spouse) until the executive becomes Medicare eligible, at which time he and his spouse shall be provided Medicare supplemental insurance for life with
the same level of benefits as before, if the executive’s employment is terminated by us after a change of control. The definition of control change is different under the executive employment agreements and the supplemental executive retirement program agreements.
Under the employment agreements, a “change of control” means:
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§
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approval by our shareholders of a transaction that would result in our reorganization, merger or consolidation with one or more other persons, other than a transaction:
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o
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following which at least 50.1% of our Common Stock, equity ownership interests, or combined voting power of the surviving entity are beneficially owned in substantially the same relative proportions by persons who, immediately prior to such transaction, beneficially owned at least 50.1% of our outstanding Common Stock, equity ownership interests or combined
voting power, as appropriate;
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in which no person, or persons acting in concert, beneficially own 20% or more of the outstanding Common Stock or equity ownership interests in, or 20% or more of the combined voting power of the securities entitled to vote generally in the election of directors of, the surviving entity; and
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in which at least a majority of the members of the Board of Directors of the entity resulting from such transaction were members of our Board of Directors;
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the acquisition of all or substantially all of our assets or beneficial ownership of 20% or more of our outstanding securities or of the combined voting power of our outstanding securities entitled to vote generally in the election of directors or approval by our shareholders of any transaction which would result in such an acquisition;
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1st United Bancorp, Inc. Notice of Annual Meeting and Proxy Statement
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§
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a complete liquidation or dissolution of us or approval by our shareholders of such a liquidation or dissolution;
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the occurrence of any event if, immediately following such event, at least 50% of the members of our Board of Directors (or its successor) were not members prior to the transaction; or
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the occurrence of any of the prior listed events involving 1st United Bank.
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A change-in-control under the SERP agreement occurs when:
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§
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one person or a group acquires stock that, combined with stock previously owned, controls more than 50% of the value or voting power of our Common Stock;
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§
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during any 12-month period, either (x) any person or group acquires stock possessing 35% of our voting rights or the voting rights of 1st United Bank, or (y) the majority of our or 1st United Bank’s Board of Directors is replaced by persons whose appointment or election is not endorsed by a majority of the Board; or
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a person or a group acquires, during any 12-month period, our or 1st United Bank’s assets having a total gross fair market value equal to 40% or more of the total gross fair market value of all of the respective corporation’s assets.
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280G Tax Gross-Up
Upon our change of control or change-in-control, the founding executive officers may be subject to certain excise taxes pursuant to Section 280G of the Internal Revenue Code. We have agreed to reimburse the executive for all excise taxes that are imposed on the executive under Section 280G and any income and excise taxes that are payable by the executive as a result of any reimbursements
for Section 280G excise taxes.
SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Exchange Act requires directors and executive officers and any persons who own more than 10% of a class of stock registered under Section 12 of the Exchange Act to file reports with the Securities and Exchange Commission with respect to their ownership of the class of stock. Directors, executive officers, and persons owning more than 10% of a registered class of stock
are required to furnish the company with copies of all Section 16(a) reports they file.
Based solely upon on a review of these reports received by us for 2009 and any written representations from reporting persons, we believe that during 2009 each required Section 16(a) report for 2009 was filed on time.
REPORT OF THE AUDIT COMMITTEE
The Audit Committee of 1
st
United Bancorp, Inc. (the “Company”) operates under a written charter adopted by the Board of Directors and is published on the Investor Relations section of the Company’s Web site at
www.1stunitedbankfl.com
. This report reviews the actions taken by the Audit Committee with regard to
the Company’s financial reporting process during 2009 and particularly with regard to the Company’s audited consolidated financial statements as of December 31, 2009 and 2008 and for the three years ended December 31, 2009.
The Audit Committee selects the Company’s independent registered public accounting firm and meets with the Company’s independent registered public accounting firm to discuss the scope and review the results of the annual audit. The Audit Committee has implemented procedures to ensure that during the course of each fiscal year it devotes the attention that it deems necessary or
appropriate to each of the matters assigned to it under the Audit Committee’s Charter.
All of the directors who serve on the Audit Committee are “independent” for purposes of the NASDAQ Stock Market independence standards. That is, the Board of Directors has determined that none of the members of the Committee has any relationship to the Company that may interfere with his independence from the Company and its management.
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1st United Bancorp, Inc. Notice of Annual Meeting and Proxy Statement
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The Audit Committee reviewed the Company’s 2009 financial statements and met with both management and Crowe Horwath LLP, the Company’s independent registered public accounting firm for 2009, to discuss those financial statements. Management represented to us that the financial statements were prepared in conformity with accounting principles generally accepted in the United
States of America. The Committee discussed with Crowe Horwath LLP the matters required to be discussed under Statement on Auditing Standards No. 114, “The Auditor’s Communication with those charged with governance” as amended by the Public Accounting Oversight Board. The Committee also received from and discussed the written disclosures and the letter from Crowe Horwath LLP required by the Public Company Accounting Oversight Board regarding Crowe Horwath LLP’s
communications with the Audit Committee concerning independence.
On the basis of these reviews and discussions, the Audit Committee recommended to the Board of Directors that the Board of Directors approve the inclusion of the Company’s audited financial statements in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2009, for filing with the Securities and Exchange Commission.
THE AUDIT COMMITTEE
Jeffery L. Carrier, Chairman
Ronald A. David
Thomas E. Lynch
This report shall not be deemed to be incorporated by reference by any general statement incorporating by reference the Proxy Statement into any filing under the Securities Act of 1933 or Exchange Act, and shall not otherwise be deemed filed under these Acts.
PROPOSAL 2
RATIFICATION OF APPOINTMENT OF INDEPENDENT
REGISTERED PUBLIC ACCOUNTING FIRM
The Audit Committee of the Board of Directors has appointed the accounting firm of Crowe Horwath LLP to serve as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2010. A proposal to ratify that appointment will be presented at the Annual Meeting. Representatives of Crowe Horwath LLP are expected to be present at the meeting. They will
have the opportunity to make a statement if they desire to do so and will be available to respond to appropriate questions from shareholders.
Shareholder ratification of the appointment of Crowe Horwath LLP as our independent registered public accounting firm is not required by our Bylaws or other applicable legal requirement. However, the Board of Directors is submitting the appointment of Crowe Horwath LLP to the shareholders for ratification as a matter of good corporate practice. If the shareholders fail to ratify the
appointment, the Audit Committee will reconsider whether or not to retain that firm. Even if the appointment is ratified, the Audit Committee at its discretion may direct the appointment of a different independent accounting firm at any time during the year if it determines that such a change would be in our best interests and our shareholders’ best interests.
The Board of Directors unanimously recommends a vote “FOR” the ratification of our appointment of
Crowe Horwath LLP
as our independent registered public accounting firm for the current fiscal year.
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24
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1st United Bancorp, Inc. Notice of Annual Meeting and Proxy Statement
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AUDIT FEES AND RELATED MATTERS
Audit and Non-Audit Fees
The following table presents fees for professional audit services rendered by Crowe Horwath LLP for the audit of our annual financial statements and other professional services provided for the years ended December 31, 2009 and 2008.
Type of Fees
|
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2009
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2008
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Audit Fees
(1)
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$
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131,000
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$
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76,000
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Audit-Related Fees
(2)
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118,000
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29,045
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Tax Fees
(3)
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19,500
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14,950
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All Other Fees
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56,100
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—
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Total
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$
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325,010
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$
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119,995
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(1)
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Audit fees for 2009 and 2008 consist of professional services rendered for the annual audit of our financial statements and review of financial statements included in our quarterly reports, and accounting consultation.
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(2)
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Audit-related fees for 2009 and 2008 consist of fees paid to Crowe Horwath LLP related to our acquisitions and registration statements.
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(3)
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Tax fees for 2009 and 2008 consist solely of fees related to preparing the 2008 and 2007 U.S. corporate income and state income and franchise tax returns.
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(4)
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All other fees include fees for tax consulting services.
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Policy on Audit Committee Pre-Approval of Audit and Non-Audit Services of Independent Auditor
The Audit Committee of the Board of Directors has implemented procedures under our Audit Committee Pre-Approval Policy for Audit and Non-Audit Services to ensure that all audit and permitted non-audit services provided to us are pre-approved by the Audit Committee. Specifically, the Audit Committee pre-approves the use of an independent accountant for specific audit and non-audit services,
within approved monetary limits. If a proposed service has not been pre-approved pursuant to the Pre-Approval Policy, then it must be specifically pre-approved by the Audit Committee before it may be provided by our independent accountant. Any pre-approved services exceeding the pre-approved monetary limits require specific approval by the Audit Committee. The Audit Committee may delegate pre-approval authority to one or more of its members when expedition of services is
necessary.
All of the audit-related, tax and all other services provided by Crowe Horwath LLP to us in 2009 were approved by the Audit Committee by means of specific pre-approvals or pursuant to the procedures contained in the Pre-Approval Policy. The Audit Committee has determined that all non-audit services provided by Crowe Horwath LLP in 2009 were compatible with maintaining its independence in
the conduct of its auditing functions.
SHAREHOLDER PROPOSALS
Shareholder proposals that are to be included in the Proxy Statement for the 2011 meeting must be received by December 17, 2010. Shareholder proposals for the 2011 meeting that are not intended to be included in the Proxy Statement for that meeting must be received by March 2, 2011, or the Board of Directors can vote the proxies in its discretion on the proposal. Proposals must comply with
the proxy rules and be submitted in writing to our Corporate Secretary at our principal offices.
DIRECTOR NOMINATIONS
Any shareholder entitled to vote generally in the election of directors may recommend a candidate for nomination as a director. A shareholder may recommend a director nominee by submitting the name and
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1st United Bancorp, Inc. Notice of Annual Meeting and Proxy Statement
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25
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qualifications of the candidate the shareholder wishes to recommend, pursuant to Article I, Section 14 of our Bylaws, to:
1
st
United Bancorp, Inc.
One North Federal Highway
Boca Raton, FL 33432
Attention: Corporate Secretary
To be considered, recommendations with respect to an election of directors to be held at an annual meeting must be received no earlier than 180 days and no later than 120 days prior to April 16, 2011, the first anniversary of this year’s Notice of Annual Meeting date. In other words, director nominations must be received no earlier than October 18, 2010, and no later than December 17,
2010, to be nominated for consideration at the 2011 Annual Meeting. Recommendations with respect to an election of directors to be held at a special meeting called for that purpose must be received by the 10th day following the date on which notice of the special meeting was first mailed to shareholders. Recommendations meeting these requirements will be brought to the attention of the Corporate Governance Committee. Candidates for director recommended by shareholders are afforded the
same consideration as candidates for director identified by our directors, executive officers, or search firms, if any, employed by us.
HOUSEHOLDING
We have adopted a procedure approved by the Securities and Exchange Commission known as “householding.” Under this procedure, shareholders of record who have the same address and last name will receive only one copy of our Notice of Annual Meeting, Proxy Statement, and Annual Report, unless one or more of these shareholders notifies our transfer agent that they wish to continue
receiving individual copies. This procedure will reduce our printing costs and postage fees. If you wish to receive your own copy of these materials, you may contact our transfer agent, American Stock Transfer & Trust Company, in writing, by telephone, or on the Internet:
American Stock Transfer & Trust Company
59 Maiden Lane, Plaza Level
New York, NY 10038
(800) 937-5449 (U.S. and Canada)
(718) 921-8124 (International)
www.amstock.com
Shareholders who participate in householding will continue to receive separate proxy cards. If you are eligible for householding, but you and other shareholders of record with whom you share an address currently receive multiple copies of our Notice of Annual Meeting, Proxy Statement, and Annual Report, or if you hold stock in more than one account, and in either case you wish to receive
only a single copy of each document for your household, please contact our transfer agent as indicated above. Beneficial owners can request information about householding from their banks, brokers, or other nominees.
26
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1st United Bancorp, Inc. Notice of Annual Meeting and Proxy Statement
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ANNUAL MEETING OF SHAREHOLDERS OF
1ST UNITED BANCORP, INC.
May 25, 2010
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PROXY VOTING INSTRUCTIONS
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INTERNET
-
Access “
www.voteproxy.com
” and follow the on-screen instructions. Have your proxy card available when you access the web page, and use the Company Number and Account Number shown on your proxy card.
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TELEPHONE
-
Call toll-free
1-800-PROXIES
(1-800-776-9437) in the United States or
1-718-921-8500
from foreign countries from any touch-tone telephone and follow the instructions. Have your proxy card available when you call and use the Company Number and Account Number shown on your proxy card.
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Vote online or by phone until 11:59 PM EST the day before the meeting.
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MAIL
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Sign, date and mail your proxy card in the envelope provided as soon as possible.
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IN PERSON
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You may vote your shares in person by attending the Annual Meeting.
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COMPANY NUMBER
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ACCOUNT NUMBER
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NOTICE OF INTERNET AVAILABILITY OF PROXY MATERIAL
: The Notice of meeting, proxy statement and proxy
card are available at www.1stunitedbankfl.com/proxy/
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â
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Please detach along perforated line and mail in the envelope provided
IF
you are not voting via telephone or the Internet.
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â
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21130000000000001000 8
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052510
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PLEASE SIGN, DATE AND RETURN PROMPTLY IN THE ENCLOSED ENVELOPE. PLEASE MARK YOUR VOTE IN BLUE OR BLACK INK AS SHOWN HERE
x
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1. To elect a Board of Directors to serve for a one-year term that will expire at the annual shareholders’ meeting in 2011, or until their successors are duly elected and qualified.
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NOMINEES:
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o
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FOR ALL NOMINEES
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¡
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Paula Berliner
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¡
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Jeffery L. Carrier
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o
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WITHHOLD AUTHORITY
FOR ALL NOMINEES
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¡
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Ronald A. David
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¡
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James Evans
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¡
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Arthur S. Loring
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o
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FOR ALL EXCEPT
(See instructions below)
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¡
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Thomas E. Lynch
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¡
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John Marino
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¡
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Carlos Morrison
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¡
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Warren S. Orlando
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¡
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Rudy E. Schupp
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¡
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Joseph W. Veccia, Jr.
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INSTRUCTIONS:
To withhold authority to vote for any individual nominee(s), mark
“FOR ALL EXCEPT”
and fill in the circle next to each nominee you wish to withhold, as shown here:
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To change the address on your account, please check the box at right and indicate your new address in the address space above. Please note that changes to the registered name(s) on the account may not be submitted via this method.
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o
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FOR
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AGAINST
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ABSTAIN
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2.
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To ratify the appointment of Crowe Horwath LLP as the Company’s principal independent registered public accounting firm for the Company’s fiscal year ending December 31, 2010.
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o
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o
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o
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THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” THE ELECTION OF DIRECTORS AND “FOR” PROPOSAL 2.
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THIS PROXY WILL BE VOTED AS DIRECTED, BUT IF NO DIRECTIONS ARE GIVEN ON THE PROXY, THE SHARES REPRESENTED BY THE PROXY WILL BE VOTED “FOR” THE ELECTION OF THE DIRECTORS AND “FOR” PROPOSAL 2 AND AS DETERMINED BY THE PROXIES ON ANY OTHER MATTER WHICH MAY PROPERLY BE BROUGHT AT THE MEETING.
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The undersigned shareholder(s) hereby acknowledges receipt of the Notice of Annual Meeting and Proxy Statement.
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ELECTRONIC ACCESS TO FUTURE DOCUMENTS
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If you would like to receive future shareholder communications over the Internet exclusively and no longer receive any material by mail, please visit http://www.amstock.com. Click on Shareholder Account Access to enroll. Please enter your account number and tax identification number to log in, then select Receive Company Mailings via E-Mail and provide your e-mail address.
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Please mark here if you intend to attend the 2010 Annual Meeting of Shareholders.
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Signature of Shareholder
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Date:
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Signature of Shareholder
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Date:
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Note:
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Please sign exactly as your name or names appear on this Proxy. When shares are held jointly, each holder should sign. When signing as executor, administrator, attorney, trustee or guardian, please give full title as such. If the signer is a corporation, please sign full corporate name by duly authorized officer, giving full title as such. If signer is a partnership, please sign in partnership name by
authorized person.
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ANNUAL MEETING OF SHAREHOLDERS OF
1ST UNITED BANCORP, INC.
May 25, 2010
NOTICE OF INTERNET AVAILABILITY OF PROXY MATERIAL
:
The Notice of Meeting, proxy statement and proxy card
are available at www.1stunitedbankfl.com/proxy/
Please sign, date and mail
your proxy card in the
envelope provided as soon
as possible.
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â
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Please detach along perforated line and mail in the envelope provided.
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â
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21130000000000001000 8
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052510
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PLEASE SIGN, DATE AND RETURN PROMPTLY IN THE ENCLOSED ENVELOPE. PLEASE MARK YOUR VOTE IN BLUE OR BLACK INK AS SHOWN HERE
x
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1.
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To elect a Board of Directors to serve for a one-year term that will expire at the annual shareholders’ meeting in 2011, or until their successors are duly elected and qualified.
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NOMINEES:
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o
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FOR ALL NOMINEES
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¡
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Paula Berliner
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¡
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Jeffery L. Carrier
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o
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WITHHOLD AUTHORITY
FOR ALL NOMINEES
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¡
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Ronald A. David
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¡
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James Evans
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¡
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Arthur S. Loring
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o
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FOR ALL EXCEPT
(See instructions below)
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¡
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Thomas E. Lynch
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¡
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John Marino
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¡
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Carlos Morrison
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Warren S. Orlando
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Rudy E. Schupp
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Joseph W. Veccia, Jr.
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INSTRUCTIONS:
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To withhold authority to vote for any individual nominee(s), mark
“FOR ALL EXCEPT”
and fill in the circle next to each nominee you wish to withhold, as shown here:
=
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To change the address on your account, please check the box at right and indicate your new address in the address space above. Please note that changes to the registered name(s) on the account may not be submitted via this method.
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FOR
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AGAINST
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ABSTAIN
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2.
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To ratify the appointment of Crowe Horwath LLP as the Company’s principal independent registered public accounting firm for the Company’s fiscal year ending December 31, 2010.
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THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” THE ELECTION OF DIRECTORS AND “FOR” PROPOSAL 2.
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THIS PROXY WILL BE VOTED AS DIRECTED, BUT IF NO DIRECTIONS ARE GIVEN ON THE PROXY, THE SHARES REPRESENTED BY THE PROXY WILL BE VOTED “FOR” THE ELECTION OF THE DIRECTORS AND “FOR” PROPOSAL 2 AND AS DETERMINED BY THE PROXIES ON ANY OTHER MATTER WHICH MAY PROPERLY BE BROUGHT AT THE MEETING.
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The undersigned shareholder(s) hereby acknowledges receipt of the Notice of Annual Meeting and Proxy Statement.
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ELECTRONIC ACCESS TO FUTURE DOCUMENTS
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If you would like to receive future shareholder communications over the Internet exclusively and no longer receive any material by mail, please visit http://www.amstock.com. Click on Shareholder Account Access to enroll. Please enter your account number and tax identification number to log in, then select Receive Company Mailings via E-Mail and provide your e-mail address.
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Please mark here if you intend to attend the 2010 Annual Meeting of Shareholders.
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Signature of Shareholder
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Date:
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Signature of Shareholder
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Date:
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Note:
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Please sign exactly as your name or names appear on this Proxy. When shares are held jointly, each holder should sign. When signing as executor, administrator, attorney, trustee or guardian, please give full title as such. If the signer is a corporation, please sign full corporate name by duly authorized officer, giving full title as such. If signer is a partnership, please sign in partnership name by
authorized person.
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Dear Shareholder,
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Your vote is important. Please read both sides of the attached Proxy Card. You can vote your shares through the Internet, by telephone or by marking, signing, and dating and returning your card. If you vote through the Internet or by telephone, there is no need to mail your card.
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You are invited to attend the Annual Meeting of Shareholders on Tuesday, May 25, 2010, at 2:00 p.m. at the Boca Raton Historical Society located at 71 North Federal Highway, Boca Raton, Florida. If you plan to attend the Annual Meeting, you should either mark the box provided on the Proxy Card or signify your attendance when you access the Internet or telephone voting
system.
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We urge you to vote your shares.
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Warren S. Orlando
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Chairman of the Board
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1ST UNITED BANCORP, INC.
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One North Federal Highway
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Boca Raton, FL 33432
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PROXY SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF
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1ST UNITED BANCORP, INC. FOR THE ANNUAL MEETING OF SHAREHOLDERS
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MAY 25, 2010
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KNOW ALL MEN BY THESE PRESENTS that I, the undersigned shareholder of 1st United Bancorp, Inc. (the “Company”), Boca Raton, Florida, do hereby nominate, constitute and appoint John Marino, Warren S. Orlando and Rudy E. Schupp (collectively, the “Proxies”), or any one of them (with full power to act alone), my true and lawful attorneys and proxies with full power of substitution, for me and in my name, place and stead
to vote all the shares of Common Stock of the Company that the shareholder signing this Proxy Card is entitled to vote at the annual meeting of its shareholders to be held at 71 North Federal Highway, Boca Raton, Florida, on Tuesday, May 25, 2010, at 2:00 P.M., and at any adjournments or postponements thereof, as instructed on the reverse side of this Proxy Card and in the Proxies’ discretion on other matters.
All proxies previously given or executed by the shareholder signing this Proxy Card are hereby
revoked.
(Continued and to be signed on the reverse side.)
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