Document


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 24, 2018
 
 
 
SunTrust Banks, Inc.
(Exact name of registrant as specified in its charter)
 
 
Georgia
 
001-08918
 
58-1575035
(State or other jurisdiction
of incorporation)
 
(Commission
File Number)
 
(IRS Employer
Identification No.)
 
 
303 Peachtree St., N.E., Atlanta, Georgia
 
30308
(Address of principal executive offices)
 
(Zip Code)
 
 
Registrant's telephone number, including area code    
(800) 786-8787
 
 
 
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))

Indicate by check mark whether the registrant is an emerging growth company as defined in as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company    ¨
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.         ¨








Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
As discussed below, at the annual meeting of shareholders of SunTrust Banks, Inc. ("SunTrust") held on April 24, 2018, SunTrust’s shareholders approved the SunTrust Banks, Inc. 2018 Omnibus Incentive Compensation Plan (the “2018 Plan”). A description of the material terms of the 2018 Plan is set forth under the heading “Approval of the SunTrust Banks, Inc. 2018 Omnibus Incentive Compensation Plan (Item 3)” in the Proxy Statement filed by SunTrust with the Securities and Exchange Commission on March 9, 2018, which description is hereby incorporated into this Item 5.02 by reference. The 2018 Plan is included as Exhibit 10.1 to this Current Report on Form 8-K.
Item 5.07 Submission of Matters to a Vote of Security Holders.

The annual meeting of the shareholders of SunTrust was held on April 24, 2018 in Atlanta, Georgia. Represented at the meeting were 416,377,118 shares of 467,339,342 eligible shares (89.10%). 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
Agnes Bundy Scanlan
 
370,568,963
 
1,273,290
 
418,355
 
44,116,511
Dallas S. Clement
 
370,067,467
 
1,766,149
 
426,991
 
44,116,511
Paul R. Garcia
 
370,821,302
 
1,042,138
 
397,167
 
44,116,511
M. Douglas Ivester
 
359,536,971
 
12,300,143
 
423,493
 
44,116,511
Donna S. Morea
 
370,230,548
 
1,680,045
 
350,015
 
44,116,511
David M. Ratcliffe
 
370,753,229
 
1,096,345
 
411,033
 
44,116,511
William H. Rogers, Jr.
 
358,658,569
 
10,151,289
 
3,450,749
 
44,116,511
Frank P. Scruggs, Jr.
 
370,686,311
 
1,151,741
 
422,555
 
44,116,511
Bruce L. Tanner
 
370,381,488
 
1,459,454
 
419,665
 
44,116,511
Steven C. Voorhees
 
370,688,972
 
1,185,076
 
386,560
 
44,116,511
Thomas R. Watjen
 
370,686,668
 
1,181,024
 
392,915
 
44,116,511
Dr. Phail Wynn, Jr.
 
358,070,738
 
13,815,327
 
349,441
 
44,116,511
2. Shareholders approved (97.30% of the votes cast) the non-binding advisory resolution ("say-on-pay") regarding the compensation of SunTrust's named executive officers as described in the Compensation Discussion and Analysis as well as in the Summary Compensation Table and the other executive compensation tables and related narrative disclosures set forth in SunTrust's Proxy Statement for its 2018 annual meeting of shareholders.
 
 
For
 
Against
 
Abstain
 
Non-votes
Say-on-Pay
 
362,226,281
 
8,971,352
 
1,062,975
 
44,116,511
3. Shareholders approved (93.76% of the votes cast) the SunTrust Banks, Inc. 2018 Omnibus Incentive Compensation Plan.
 
 
For
 
Against
 
Abstain
 
Non-votes
Omnibus Compensation Plan
 
349,020,292
 
22,231,792
 
1,008,523
 
44,116,511
4. Shareholders ratified (98.91% of the votes cast) the appointment of Ernst & Young LLP as independent auditors of SunTrust for 2018.
 
 
For
 
Against
 
Abstain
 
Non-votes
Ratification of Auditor
 
411,815,612
 
4,215,813
 
345,693
 
0

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits
10.1    SunTrust Banks, Inc. 2018 Omnibus Incentive Compensation Plan, incorporated by reference to Appendix B to the Company’s Definitive Proxy Statement filed on March 9, 2018.








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 24, 2018
 
By:
 
/s/ Curt Phillips                                 
 
 
 
 
Curt Phillips, Group Vice President, Associate
 
 
 
 
General Counsel and Assistant Corporate Secretary