UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) April 29, 2008
SunTrust Banks, Inc.
(Exact name of registrant as specified in its charter)
| Georgia | 001-08918 | 58-1575035 | ||
| (State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
| 303 Peachtree St., N.E., Atlanta, Georgia | 30308 | |
| (Address of principal executive offices) | (Zip Code) |
| Registrant’s telephone number, including area code (404) 588-7711 | ||
| Not Applicable |
| (Former name or former address, if changed since last report) |
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
| ¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) | |
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
(e) Termination of the Performance Unit Plan, Termination of Outstanding Performance Units and Restricted Stock Grants. On April 29, 2008, the Board of Directors of the Registrant terminated the Performance Unit Plan. Also, on April 29, 2008, the Compensation Committee of the Board of Directors of the Registrant terminated certain outstanding grants under the Performance Unit Plan and made restricted stock grants to certain persons. At such time, there were outstanding Performance Units for the 3-year performance cycles ending on December 31, 2008 and December 31, 2009. When granted, each Performance Unit had a target value of $30, and a potential value of $0 to $60. At the same time, the Compensation Committee of the Board of Directors made restricted stock grants to each named executive officer in the amounts shown below. Such actions by the Board of Directors and the Compensation Committee were consistent with the Registrant’s discussion of expected changes to its long-term incentive compensation strategies in the Compensation Discussion & Analysis section of its definitive proxy statement.
| Named Executive Officer | Number of 2006-2008 PUP Units Canceled |
Number of Shares of Restricted Stock Granted |
Number of 2007-2009 PUP Units Canceled |
Number of Shares of Restricted Stock Granted | ||||
| James M. Wells |
50,000 | 19,006 | 78,000 | 24,758 | ||||
| William R. Reed, Jr. |
32,820 | 12,475 | 30,000 | 9,522 | ||||
| Mark A. Chancy |
30,000 | 11,403 | 30,000 | 9,522 | ||||
| William H. Rogers, Jr. |
17,700 | 6,728 | 18,000 | 5,713 | ||||
| Timothy E. Sullivan |
18,000 | 6,842 | 16,500 | 5,237 |
Item 8.01 Other
Changes in Size and Composition of Board of Directors
As previously disclosed, the terms of three directors—J. Hyatt Brown, Thomas C. Farnsworth, Jr., and L. Phillip Humann—expired at the Annual Meeting of Shareholders, which was held on April 29, 2008. In addition, as previously disclosed, the resignation of E. Neville Isdell as a director became effective immediately following the meeting. Also, the size of the Board of Directors was re-set to 14 persons immediately following the meeting.
Changes in Board Committees
The Board of Directors has five standing committees. It periodically reassesses the membership of each committee. In connection with the reduction in the size of the Board of Directors to 14 persons, the Board approved the following changes in committee membership effective immediately:
Audit Committee
M. Douglas Ivester, Chair
Robert M. Beall, II
J. Hicks Lanier
Frank S. Royal
Karen Hastie Williams
Compensation Committee
Alston D. Correll, Chair
David H. Hughes
J. Hicks Lanier
G. Gilmer Minor, III
Frank S. Royal
Executive Committee
James M. Wells III, Chair
Alston D. Correll
Jeffrey C. Crowe
M. Douglas Ivester
G. Gilmer Minor, III
Governance and Nominating Committee
G. Gilmer Minor III, Chair
Robert M. Beall II
Alston D. Correll
Jeffrey C. Crowe
Patricia C. Frist
Blake P. Garrett, Jr.
M. Douglas Ivester
Larry L. Prince
Karen Hastie Williams
Phail Wynn, Jr.
Risk Committee
Jeffrey C. Crowe, Chair
Patricia C. Frist
Blake P. Garrett, Jr.
David H. Hughes
Larry L. Prince
Phail Wynn, Jr.
Annual Meeting Voting Results
At the close of business on February 20, 2008, the record date for the Annual Meeting of Shareholders held on April 29, 2008, there were 350,829,847 shares of common stock outstanding. At the meeting, the shareholders of the Registrant took the following actions, and cast the following votes:
Elected the following individuals as directors of SunTrust:
| Name |
For | Withheld/Abstain | ||
| Patricia C. Frist |
290,159,285 | 9,537,718 | ||
| Blake P. Garrett, Jr. |
293,279,981 | 6,417,023 | ||
| M. Douglas Ivester |
289,845,472 | 9,851,531 | ||
| Karen Hastie Williams |
285,210,065 | 14,486,938 |
Approved the amendment to the SunTrust Banks, Inc. 2004 Stock Plan:
| For |
Against | Abstain | Broker Non-Votes | |||
| 214,211,938 |
25,817,879 | 9,325,121 | 50,342,065 |
And ratified the appointment of Ernst & Young LLP as independent auditors of SunTrust for 2008:
| For |
Against | Abstain | Broker Non-Votes | |||
| 294,802,295 |
1,692,086 | 3,202,622 | 0 |
In addition to the directors named above who were elected at the meeting, the terms of the following directors will continue until the annual meeting of shareholders in 2009: Alston D. Correll, David H. Hughes, G. Gilmer Minor, III, and James M. Wells III; and (b) the terms of the following directors will continue until the annual meeting of shareholders in 2010: Robert M. Beall, II, Jeffrey C. Crowe, J. Hicks Lanier, Larry L. Prince, Frank S. Royal, M.D., and Phail Wynn, Jr.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| SUNTRUST BANKS, INC. | ||||||||
| (Registrant) | ||||||||
| Date: April 29, 2008. | By: | /s/ David A. Wisniewski | ||||||
| David A. Wisniewski, | ||||||||
| Associate General Counsel and Group Vice President |
||||||||