8-K Cover Page - 2015 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 28, 2015

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 5.07 Submission of Matters to a Vote of Security Holders.

The annual meeting of the shareholders of SunTrust Banks, Inc. was held on April 28, 2015. Represented at the meeting were 461,088,471 shares of 524,797,778 eligible shares (87.9%). 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
 
410,411,157

 
2,162,608

 
1,091,847

 
47,422,859

Paul R. Garcia
 
411,480,116

 
1,099,401

 
1,086,095

 
47,422,859

David H. Hughes
 
409,838,913

 
2,705,644

 
1,121,055

 
47,422,859

M. Douglas Ivester
 
408,714,464

 
3,833,595

 
1,117,553

 
47,422,859

Kyle Prechtl Legg
 
411,267,671

 
1,173,960

 
1,223,981

 
47,422,859

William A. Linnenbringer
 
411,446,723

 
1,129,093

 
1,089,796

 
47,422,859

Donna S. Morea
 
411,609,571

 
981,357

 
1,074,684

 
47,422,859

David M. Ratcliffe
 
411,674,266

 
901,352

 
1,089,995

 
47,422,859

William H. Rogers, Jr.
 
403,293,985

 
7,022,878

 
3,348,748

 
47,422,859

Frank P. Scruggs, Jr.
 
411,475,049

 
1,102,832

 
1,087,730

 
47,422,859

Thomas R. Watjen
 
411,267,576

 
1,300,734

 
1,097,303

 
47,422,859

Dr. Phail Wynn, Jr.
 
407,406,755

 
5,178,062

 
1,080,795

 
47,422,859

2. Shareholders approved (97.8% 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
 
402,500,874

 
9,209,266

 
1,955,473

 
47,422,859


3. Shareholders ratified (99.0% of the votes cast) the appointment of Ernst & Young LLP as independent auditors of SunTrust for 2015.
 
 
For
 
Against
 
Abstain
 
Non-votes
Ratification of Auditor
 
455,319,081

 
4,576,213

 
1,193,176

 
0

4. Shareholders rejected (60.4% against to 39.6% for) the shareholder proposal.
 
 
For
 
Against
 
Abstain
 
Non-votes
Shareholder proposal
 
162,955,625

 
248,139,391

 
2,570,596

 
47,422,859








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, 2015.
 
By: /s/ David A. Wisniewski
 
 
 
David A. Wisniewski,
 
 
 
 
Senior Vice President, Deputy General
 
 
 
 
Counsel and Assistant Corporate Secretary