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): February 8, 2005 ---------------- SUNTRUST BANKS, INC. -------------------- (Exact name of registrant as specified in its charter) Georgia 001-08918 58-1575035 ------- --------- ---------- (State or other jurisdiction (Commission (IRS Employer of incorporation) File Number) 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: [ ] 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 1.01. ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT. On February 8, 2005, the Compensation Committee of the Board of Directors of SunTrust Banks, Inc. ("SunTrust" or the "Company") approved the base salaries of (i) the Company's chief executive officer, (ii) certain of the individuals expected to be named in the Company's proxy statement for its 2005 annual meeting of shareholders as its four highest paid executive officers other than the chief executive officer (together with the chief executive officer, the "Named Executive Officers") and (iii) certain other executive officers of the Company (together with the Named Executive Officers, the "Executive Officers") for the 12-month period beginning March 1, 2005. Also on February 8, 2005, the Compensation Committee approved incentive cash compensation awards to be paid to certain of the Executive Officers under the Company's 2004 Management Incentive Plan (the "MIP") for the year ended December 31, 2004. The following table shows the amounts of these base salaries and awards. EXECUTIVE OFFICER 2005 2004 BASE SALARY AWARD ----------- ----- L. Phillip Humann $1,000,000 $1,356,146 James M. Wells III 775,000 748,015 William R. Reed, Jr. 576,000 558,556(1) Theodore J. Hoepner 381,500(2) 600,157 John W. Clay, Jr. 381,500(3) 600,157 Mark A. Chancy 425,000 243,284 John W. Spiegel 350,000(4) 500,140 ------- (1) Mr. Reed received a portion of his 2004 MIP award in the amount of $279,237 in October 2004 as part of his change in control payment. He will receive the remaining $279,319 in March 2005. (2) Mr. Hoepner is currently a Vice Chairman of SunTrust Bank Holding Company. Since retiring his position as Vice Chairman of SunTrust as of December 9, 2004, he has served as an employee consultant of SunTrust. Mr. Hoepner will be retiring in June 2005 and his prorated salary will be $190,750. (3) Mr. Clay is currently a Vice Chairman of SunTrust Bank Holding Company. Since retiring his position as Vice Chairman of SunTrust as of December 9, 2004, he has served as an employee consultant of SunTrust. (4) Mr. Spiegel is currently a Vice Chairman of SunTrust Bank Holding Company. Since retiring his position as Vice Chairman of SunTrust as of August 10, 2004, he has served as an employee consultant of SunTrust. Mr. Spiegel will be retiring in March 2005 and his prorated salary will be $87,500. In addition, on February 8, 2005, the Compensation Committee approved grants of stock options to certain of the Executive Officers pursuant to the Company's 2004 Stock Option Plan and the form of Non-Qualified Stock Option Agreement previously filed with the Securities and Exchange Commission, as follows: L. Phillip Humann - 97,000 shares; James M. Wells III - 60,000 shares; and Mark A. Chancy - 40,000 shares. 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: March 14, 2005 By: /s/ Kimberly N. Rhodes ----------------------------------- Kimberly N. Rhodes First Vice President and Senior Counsel - Corporate and Regulatory