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STI > SEC Filings for STI > Form 8-K on 29-Apr-2013All Recent SEC Filings

Show all filings for SUNTRUST BANKS INC | Request a Trial to NEW EDGAR Online Pro



Change in Directors or Principal Officers, Submission of Matters to a Vote of

Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. Effective April 23, 2013, Blake P. Garrett and G. Gilmer Minor III retired from the board of directors of SunTrust Banks, Inc. (the "Company") in accordance with the Company's bylaws which provide that a director is not eligible to serve as a director for a term which begins following his or her 72nd birthday.

Item 5.07 Submission of Matters to a Vote of Security Holders.
The annual meeting of the shareholders of SunTrust Banks, Inc. was held on April 23, 2013. Represented at the meeting were 461,760,156 shares of 541,403,117 eligible shares. At the meeting, the shareholders of SunTrust took the following actions, and cast the following votes:
1. Shareholders elected the following persons as directors of SunTrust:
                               For          Against      Abstain      Non-votes
Robert M. Beall, II        411,474,336     6,551,603    1,003,236    42,730,982
Alston D. Correll          408,673,485     9,350,759    1,004,930    42,730,982
Jeffrey C. Crowe           411,278,042     6,737,824    1,013,308    42,730,982
David H. Hughes            408,987,906     8,966,964    1,074,304    42,730,982
M. Douglas Ivester         406,121,358    11,701,108    1,206,708    42,730,982
Kyle Prechtl Legg          413,464,254     4,568,003      996,961    42,730,938
William A. Linnenbringer   413,417,736     4,571,906    1,039,576    42,730,938
Donna S. Morea             413,029,396     4,950,965    1,048,129    42,731,665
David M. Ratcliffe         413,518,937     1,892,969    3,617,312    42,730,938
William H. Rogers, Jr.     403,492,934    12,081,133    3,451,869    42,734,219
Frank P. Scruggs, Jr.      413,335,794     4,563,930    1,129,055    42,731,378
Thomas R. Watjen           411,867,957     6,112,949    1,048,312    42,730,938
Dr. Phail Wynn, Jr.        411,384,526     6,540,712    1,103,979    42,730,938

2. Shareholders approved (96.3 of the votes cast) the non-binding advisory vote ("say-on-pay") resolution regarding the compensation of the Company's executives as described in the Summary Compensation Table as well as in the Compensation Discussion and Analysis and the other executive compensation tables and related discussion.

For Against Abstain Non-votes
Say-on-Pay 403,431,464 13,377,675 2,215,862 42,735,154

3. Shareholders ratified (98.4% of the votes cast) the appointment of Ernst & Young LLP as independent auditors of SunTrust for 2012.

For Against Abstain Non-votes
Ratification of Auditor 454,226,104 6,394,350 1,139,097 605

Item 8.01 Other Events.
In connection with the election of a new director, Frank P. Scruggs, Jr., SunTrust's Board of Directors approved new committee assignments. Mr. Scruggs was assigned to the Compensation and Risk Committees. Effective immediately, the Board's committees will be comprised of the following directors:
Audit               Compensation         Executive           &Nominating       Risk
                                                             Mr. Ivester,
Mr. Watjen, Chair   Mr. Correll, Chair   Mr. Rogers, Chair   Chair             Mr. Crowe, Chair
Mr. Beall           Mr. Beall            Mr. Correll         Mr. Hughes        Mr. Correll
Ms. Legg            Mr. Crowe            Mr. Crowe           Linnenbringer     Mr. Hughes
Mr. Linnenbringer   Ms. Legg             Mr. Ivester         Ms. Morea         Mr. Ivester
Ms. Morea           Mr. Ratcliffe        Mr. Watjen          Mr. Watjen        Mr. Ratcliffe
Dr. Wynn            Mr. Scruggs                              Dr. Wynn          Mr. Scruggs

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