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STI > SEC Filings for STI > Form 8-K on 23-Apr-2014All Recent SEC Filings

Show all filings for SUNTRUST BANKS INC

Form 8-K for SUNTRUST BANKS INC


23-Apr-2014

Entry into a Material Definitive Agreement, Submission of Matters to a Vote of


Item 1.01 Entry Into a Material Definitive Agreement.

Amendment to the SunTrust Banks, Inc. 2009 Stock Plan.
On April 22, 2014, shareholders approved an amendment to the SunTrust Banks, Inc. 2009 Stock Plan. The amendment eliminates a sublimit on the grant of full-value shares, such as restricted stock and restricted stock units. While the number of shares available for grant under the plan remains unchanged, the effect of the amendment is to make available for grant 8,302,397 shares as full value shares which previously were only available to be granted as stock options and stock appreciation rights. The foregoing description of the SunTrust Banks, Inc. 2009 Stock Plan is qualified in its entirety by reference to the full text of the plan which is filed as Exhibit 10.1 to this report and incorporated by reference into this Item 1.01.

Adoption of Executive Severance Plan and Termination of Change in Control Agreements.
On April 22, 2014, the Company adopted the Executive Severance Plan. The purpose of the Executive Severance Plan is to (1) provide a competitive level of severance benefits to certain officers upon a qualifying termination, described below (generally a reduction in force), (2) improve internal pay equity across the organization by aligning severance benefits with seniority and executive responsibility, and (3) eventually replace individual change in control agreements, including eliminating tax gross up benefits ("CIC agreements"). Under the Executive Severance Plan, executives will receive severance upon their involuntary termination of employment in connection with either (1) a reduction in force; job elimination; consolidation, merger or divestiture; or changes to the Executive's existing position where it is no longer an "Equivalent Position" (as defined in the Plan), or (2) a change in control, where the Executive employment is terminated without Cause (as defined therein), or (3) the Executive resigns for Good Reason (as defined therein) during the 2-year period following the change in control. Upon a termination of employment in connection with a reduction in force, job elimination; consolidation, merger or divestiture; or changes to the Executive's existing position where it is no longer an "Equivalent Position" (as defined in the Plan), named executive officers other than the CEO will receive an amount equal to 1.5 times their base salary, and the CEO will receive an amount equal to 2 times his base salary. Except as provided below, upon a termination of employment in connection with a change in control, named executive officers including the CEO will receive an amount equal to 2 times their base salary and target bonus and a pro-rated portion of the annual bonus earned in the year of termination.
During a transition period until the terminations of the CIC agreements are effective, executives who have a CIC agreement will continue to receive the benefit under the CIC agreement instead of the benefit under the Executive Severance Plan, if greater. We have provided notice of termination of the existing CIC agreements to each named executive officer, but under the terms of the CIC agreements termination generally is not effective until the third anniversary of the agreement date. Until the termination of the CIC agreements becomes effective, the NEOs will continue to receive benefits under their CIC agreements. Each named executive officer's CIC agreement will terminate on the following dates: William H. Rogers, Jr. - August 5, 2016; Aleem Gillani - May 11, 2016; Mark Chancy - August 5, 2016; Thomas E. Freeman - August 8, 2016; and Anil Cheriyan - April 12, 2016.
The foregoing description of the Executive Severance Plan and the CIC agreements is qualified in its entirety by reference to the full text of the Executive Severance Plan and the CIC agreements, which are filed as Exhibit 10.2 to this report, Exhibit 10.13 to the Registrant's Annual Report on Form 10-K filed February 23, 2010, Exhibit 10.12 to the Registrant's Annual Report on Form 10-K filed February 23, 2010, and Exhibit 10.16 to the Registrant's Annual Report on Form 10-K filed February 24, 2012, respectively, each of which is and incorporated by reference into this Item 1.01.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. Effective April 22, 2014, Alston D. Correll and Jeffrey C. Crowe retired from the board of directors of SunTrust Banks, Inc. (the "Company").



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 22, 2014. Represented at the meeting were 85.4% shares eligible to vote (457,841,072 shares of 535,900,468 shares eligible to vote). 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        409,948,704    3,308,111      809,166    43,775,090
David H. Hughes            408,276,748    5,031,216      758,017    43,775,090
M. Douglas Ivester         406,360,807    4,987,647    2,717,528    43,775,090
Kyle Prechtl Legg          410,171,200    3,118,399      776,383    43,775,090
William A. Linnenbringer   409,899,657    3,373,417      792,908    43,775,090
Donna S. Morea             410,339,260    2,982,005      744,717    43,775,090
David M. Ratcliffe         410,324,965    2,966,778      774,239    43,775,090
William H. Rogers, Jr.     401,298,813    8,353,614    4,413,555    43,775,090
Frank P. Scruggs, Jr.      410,198,189    3,083,725      784,068    43,775,090
Thomas R. Watjen           409,872,290    3,399,458      794,233    43,775,090
Dr. Phail Wynn, Jr.        406,393,565    5,427,409    2,245,008    43,775,090

2. Shareholders approved (93.2% 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 384,286,187 28,048,582 1,731,213 43,775,090

3. Shareholders approved (95.3%) of the votes cast) the amendment to the SunTrust Banks, Inc. 2009 Stock Plan.

For Against Abstain Non-votes
Amendment to Stock Plan 393,155,968 19,203,519 1,706,495 43,775,090

4. Shareholders approved (97.3% of the votes cast) the material terms of the SunTrust Banks, Inc. 2009 Stock Plan.

For Against Abstain Non-votes
Material Terms of Stock Plan 400,840,350 11,062,281 2,163,350 43,775,090

5. Shareholders approved (97.7%) of the votes cast) the material terms of the SunTrust Banks, Inc. Annual Incentive Plan.

                                For            Against          Abstain         Non-votes
Material Terms of
Annual Incentive Plan      403,081,179        9,298,366        1,686,437       43,775,090

6. Shareholders ratified (99.3% of the votes cast) the appointment of Ernst & Young LLP as independent auditors of SunTrust for 2014.

For Against Abstain Non-votes
Ratification of Auditor 451,880,047 3,195,443 2,756,678 -




Item 8.01 Other Events.
SunTrust's Board of Directors approved new committee assignments. Effective immediately, the Board's committees will be comprised of the following directors:
                                                         Governance
Audit             Compensation      Executive            &Nominating       Risk
                                                                           David M.
Thomas R.         Kyle Prechtl                           Phail Wynn,       Ratcliffe,
Watjen, Chair     Legg, Chair       Mr. Rogers, Chair    Jr., Chair        Chair
Robert M.         Robert M.
Beall, II         Beall, II         M. Douglas Ivester   David H. Hughes   David H. Hughes
Kyle Prechtl                                             M. Douglas        M. Douglas
Legg              Donna S. Morea    Kyle Prechtl Legg    Ivester           Ivester
William A.        David M.                               William A.
Linnenbringer     Ratcliffe         David M. Ratcliffe   Linnenbringer     Donna S. Morea
                  Frank P.                               Thomas R.         Frank P.
Phail Wynn, Jr.   Scruggs, Jr.      Thomas R. Watjen     Watjen            Scruggs, Jr.
                                    Phail Wynn, Jr.

Item 9.01 Exhibits.
10.1 SunTrust Banks, Inc. 2009 Stock Plan, as amended and restated on April 22, 2014, incorporated by reference to Appendix A to the Registrant's definitive proxy statement filed March 10, 2014.
10.2 Executive Severance Plan effective April 22, 2014 (filed herewith).
10.3 Revised Form of Restricted Stock Unit Agreement, 2014 Return on Tangible Common Equity.
10.4 Revised Form of Time-Vested Restricted Stock Unit Agreement, 2014 Type I.
10.5 Revised Form of Time-Vested Restricted Stock Unit Agreement, 2014 Type II.
10.6 SunTrust Banks, Inc. Annual Incentive Plan, incorporated by reference to Appendix B to the Registrant's definitive proxy statement filed March 10, 2014.

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