8-K Cover Page - 2013 Voting Results


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 23, 2013


SunTrust Banks, Inc.
__________________________________________
(Exact name of registrant as specified in its charter)
 
 
 
Georgia
001-08918
58-1575035
(State or other jurisdiction
(Commission File Number)
(I.R.S. Employer
of incorporation)
 
Identification No.)
 
 
 
303 Peachtree Street, N.E., Atlanta, Georgia
 
30308
(Address of principal executive offices)
 
(Zip Code)

Registrant's telephone number, including area code
 
(404) 558-7711

 
 
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.
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
 
Governance &Nominating
 
Risk
Mr. Watjen, Chair
  
Mr. Correll, Chair
  
Mr. Rogers, Chair
  
Mr. Ivester, Chair
  
Mr. Crowe, Chair
Mr. Beall
  
Mr. Beall
  
Mr. Correll
  
Mr. Hughes
  
Mr. Correll
Ms. Legg
  
Mr. Crowe
  
Mr. Crowe
  
Mr. 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



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, 2013.
 
By: /s/ David A. Wisniewski
 
 
 
David A. Wisniewski,

 
 
 
 
Senior Vice President, Deputy General
 
 
 
 
Counsel and Assistant Secretary