SUNTRUST BANKS INC (Form: 8-K, Received: 04/27/2011 16:32:27)

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 26, 2011

SunTrust Banks, Inc.
__________________________________________
(Exact name of registrant as specified in its charter)


Georgia	001-08918	58-1575035
_____________________ (State or other jurisdiction	_____________ (Commission	______________ (I.R.S. Employer
of incorporation)	File Number)	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:

[  ]  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))

Top of the Form

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On April 26, 2011, the Compensation Committee (the "Committee") of the Board of Directors of SunTrust Banks, Inc. (the "Registrant") made changes to certain senior officer compensation arrangements in connection with the previously announced management transition. Those changes, and the effective dates of those changes, are as follows:

James M. Wells III – in connection with his appointment as Executive Chairman, the Committee reduced Mr. Well’s base salary to $700,000 effective June 1, 2011.

William H. Rogers, Jr. – in connection with his appointment as President and Chief Executive Officer, the Committee increased Mr. Rogers’ base salary to $900,000 effective June 1, 2011.

Mark A. Chancy – in connection with his appointment as Wholesale Banking Executive, the Committee increased Mr. Chancy’s base salary to $600,000 effective May 1, 2011. In addition, the Committee granted Mr. Chancy 7,819 performance-vested restricted stock units which vest based upon the Company’s total shareholder return (TSR) measured over three years relative to the TSR of the companies which comprise the KBW Bank Sector Index. We describe these RSU’s in greater detail in an 8-K filed April 1, 2011.

Thomas E. Freeman – the Committee increased Mr. Freeman’s base salary to $525,000 effective May 1, 2011.

Aleem Gillani – in connection with his appointment as Corporate Executive Vice President, Chief Financial Officer and Treasurer, the Committee increased Mr. Gillani’s base salary to $475,000 effective May 1, 2011. In addition, the Committee granted Mr. Gillani 8,000 performance-vested restricted stock units which vest based upon achievement of a Tier 1 capital goal measured at December 31, 2011. Tier 1 capital is a classification of equity capital used by the Company’s banking regulators. We describe these RSU’s in greater detail in an 8-K filed April 1, 2011.

Finally, the Committee made corresponding adjustments to the target annual incentive amounts for each of Messrs. Wells, Rogers, Chancy and Gillani.

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 26, 2011. Represented at the meeting were 429,089,404 shares of 501,589,463 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:

Robert M. Beall, II (for – 376,683,270; against – 4,778,426; abstain – 829,695; non votes – 46,797,583; and uncast - 430);
Alston D. Correll (for – 374,726,464; against – 6,706,899; abstain – 858,028; non votes – 46,797,583; and uncast - 430);
Jeffrey C. Crowe (for – 376,738,861; against –4,734,779; abstain – 817,751; non votes – 46,797,583; and uncast - 430);
Blake P. Garrett, Jr. (for – 376,344,126; against – 5,075,053; abstain – 831,729; non votes – 46,797,583; and uncast – 40,913);
David H. Hughes (for – 374,725,193; against – 6,715,774; abstain – 844,806; non votes – 46,801,583; and uncast – 2,048);
M. Douglas Ivester (for – 373,208,208; against – 8,281,014; abstain – 802,169; non votes – 46,797,583; and uncast - 430);
J. Hicks Lanier (for – 369,863,862; against – 9,952,086; abstain – 2,474,688; non votes – 46,797,583; and uncast – 1,184);
Kyle Prechtl Legg (for – 377,273,668; against – 2,393,468; abstain – 2,624,403; non votes – 46,797,583; and uncast - 282);
William A. Linnenbringer (for – 377,196,527; against – 4,307,667; abstain – 787,627; and non votes – 46,797,583);
G. Gilmer Minor III (for – 373,105,816; against – 8,315,378; abstain – 870,628; and non votes – 46,797,583);
Frank S. Royal M.D. (for – 374,594,343; against – 6,835,031; abstain – 860,585; non votes – 46,797,583; and uncast – 1,861);
Thomas R. Watjen (for – 377,314,545; against – 4,146,456; abstain – 830,280; non votes – 46,797,583; and uncast - 540);
James M. Wells III (for – 367,344,290; against – 14,154,317; abstain – 776,360; non votes – 46,797,583; and uncast – 16,853); and
Dr. Phail Wynn, Jr. (for – 376,508,870; against – 4,976,343; abstain – 806,608; and non votes – 46,797,583).

2. Shareholders approved (85.0% of the votes cast) the amendment to add shares of common stock to the SunTrust Banks, Inc. 2009 Stock Plan (for – 324,228,849; against – 57,049,907; abstain – 1,009,348; non votes – 46,797,583; and uncast 3,717).

3. Shareholders ratified (99.2% of the votes cast) the appointment of Ernst & Young LLP as independent auditors of SunTrust for 2011 (for – 424,593,788; against – 3,587,251; and abstain - 908,365).

4. Shareholders approved (97.6% of the votes cast) the non-binding advisory vote ("say-on-frequency") 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 – 371,162,352; against – 9,325,055; abstain – 1,802,044; non votes – 46,797,583; and uncast – 2,371).

5. Shareholders recommended (82.4% of the votes cast) that we conduct a non-binding advisory vote ("say-on-pay") on compensation every year (every year – 331,788,982; every second year – 1,536,525; every third year – 65,609,203; abstain – 1,349,363; non votes – 46,797,583; and uncast – 7,748).

6. Shareholders rejected (74.4% of the votes cast) the shareholder proposal regarding the preparation and publication of a sustainability report (for – 78,180,386; against – 226,854,647; abstain -77,256,161; non votes - 46,797,583; and uncast - 627).

Item 8.01 Other Events.

In connection with the election of a new director, Kyle Prechtl Legg, SunTrust’s Board of Directors approved new committee assignments. Ms. Legg was added to the Audit and the Governance and Nominating Committees. Effective immediately, the Board’s committees will be comprised of the following directors:

Audit Committee
M. Douglas Ivester, Chair
Robert M. Beall, II
J. Hicks Lanier
Kyle Prechtl Legg
G. Gilmer Minor, III
Frank S. Royal
Thomas R. Watjen

Compensation Committee
Alston D. Correll, Chair
Jeffrey C. Crowe
Blake P. Garrett, Jr.
David H. Hughes
William A. Linnenbringer
Phail Wynn, Jr.

Executive Committee
James M. Wells III, Chair
Alston D. Correll
Jeffrey C. Crowe
M. Douglas Ivester
G. Gilmer Minor, III

Governance and Nominating Committee
G. Gilmer Minor III, Chair
Robert M. Beall II
M. Douglas Ivester
J. Hicks Lanier
Kyle Prechtl Legg
Frank S. Royal
Thomas R. Watjen

Risk Committee
Jeffrey C. Crowe, Chair
Alston D. Correll
Blake P. Garrett, Jr.
David H. Hughes
William A. Linnenbringer
Phail Wynn, Jr.

Item 9.01 Financial Statements and Exhibits.

10.1 Form of Director Restricted Stock Award Agreement.

10.2 Form of Director Restricted Stock Unit Award Agreement.

Top of the Form

SIGNATURES

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 hereunto duly authorized.


	SunTrust Banks, Inc.

April 27, 2011	By:	/s/ David A. Wisniewski

		Name: David A. Wisniewski
		Title: Group Vice President and Associate General Counsel

Top of the Form

Exhibit Index


Exhibit No.		Description

10.1		Form of Director Restricted Stock Award Agreement.
10.2		Form of Director Restricted Stock Unit Award Agreement.

SunTrust Banks, Inc.
2009 Stock Plan

Non-Employee Director
Restricted Stock Agreement

SunTrust Banks, Inc. (“SunTrust”), a Georgia corporation, upon the recommendation of the Governance and Nominating Committee of its Board of Directors and pursuant to action of the Compensation Committee (“Committee”) in accordance with the SunTrust Banks, Inc. 2009 Stock Plan (“Plan”), has granted restricted shares of SunTrust Common Stock, $1.00 par value (“Restricted Stock”), upon the following terms as an incentive for Grantee to promote the interests of SunTrust and its Subsidiaries.


Name of Grantee				[Name]

Shares of Restricted Stock				[# of Shares]

Grant Date				[Grant Date]

This Non-Employee Director Restricted Stock Agreement (the “Stock Agreement”) evidences this Grant, which has been made subject to all the terms and conditions set forth on the attached Terms and Conditions and in the Plan.

SUNTRUST BANKS, INC.

Authorized Officer

§ 1. EFFECTIVE DATE. This Grant of Restricted Stock to the Grantee is effective as of [Grant Date] (“Grant Date”).

§ 2. VESTING. All shares of Restricted Stock subject to this Grant shall vest upon the earlier of (a) the first (1 ^st ) anniversary of the Grant Date, and (b) the next annual meeting of shareholders of the Company (“Vesting Date”), provided that Grantee remains an active member of SunTrust’s Board of Directors (“Board”) through that date and such shares have not previously vested or been forfeited pursuant to § 3.

§ 3. ACCELERATED VESTING.

(a) If the Grantee’s membership on the Board terminates prior to the Vesting Date as a result of the Grantee’s (i) death; (ii) disability within the meaning of Section 22(e)(3) of the Internal Revenue Code of 1986, as amended; or (iii) attainment of mandatory retirement age for Board members, then a pro rata number of shares of Restricted Stock shall be vested on the date of the Grantee’s departure from the Board, equal to the product of: (A) the number of shares of Restricted Stock that are not then vested; multiplied by (B) a fraction, the numerator of which is equal to the number of days since the Grant Date through the date of such termination of membership on the Board, and the denominator of which is equal to the number of days from the Grant Date through the Vesting Date.

(b) If there is a Change in Control of SunTrust followed by the involuntary termination of the Grantee’s membership on the Board prior to the Vesting Date and if such termination is not a Termination for Cause, then any shares of Restricted Stock not previously vested or forfeited shall become vested on the date of such termination. For purposes of this § 3(b), “Termination for Cause” means termination of membership on the Board which is made primarily because of (i) Grantee’s commission of a felony, or Grantee’s perpetration of a dishonest act, misappropriation of funds, embezzlement, criminal conduct or common law fraud against SunTrust or any Subsidiary, or (ii) any other willful act or omission of the Grantee which is materially injurious to the financial condition or business reputation of SunTrust or any Subsidiary.

(c) If the Grantee’s membership on the Board terminates prior to the Vesting Date for any reason other than those described in § 3(a) or § 3(b), then any shares of Restricted Stock that are not then vested shall be completely forfeited on the date of such termination.

§ 4. GRANTEE’S RIGHTS DURING RESTRICTED PERIOD.

(a) During any period when the shares of Restricted Stock are forfeitable, the Grantee may generally exercise all the rights, powers, and privileges of a shareholder with respect to the shares of Restricted Stock, including the right to vote such shares and to receive all regular cash dividends and any stock dividends, and such other distributions as the Committee may designate in its sole discretion, that are paid or distributed on such shares of Restricted Stock. Any Stock dividends declared on a share of Restricted Stock shall be treated as part of the Grant of Restricted Stock and shall be forfeited or become nonforfeitable at the same time as the underlying Stock with respect to which the Stock dividend was declared.

(b) No rights granted under the Plan or this Stock Agreement and no shares issued pursuant to this Grant shall be deemed transferable by the Grantee other than by will or by the laws of descent and distribution prior to the time the Grantee’s interest in such shares has become fully vested.

§ 5. DELIVERY OF VESTED SHARES.

(a) Shares of Restricted Stock that have vested in accordance with § 2 or § 3 shall be delivered (via certificate or such other method as the Committee determines) to the Grantee as soon as practicable after vesting occurs.

(b) By accepting shares of Restricted Stock, the Grantee agrees not to sell such shares at a time when applicable laws or SunTrust’s rules prohibit a sale. This restriction will apply as long as the Grantee is a director, employee or consultant of SunTrust or a Subsidiary. Upon receipt of nonforfeitable shares subject to this Stock Agreement, the Grantee agrees, if so requested by SunTrust, to hold such shares for investment and not with a view of resale or distribution to the public, and if requested by SunTrust, the Grantee must deliver to SunTrust a written statement satisfactory to SunTrust to that effect. The Committee may refuse to deliver (via certificate or such other method as the Committee determines) any shares to Grantee for which Grantee refuses to provide an appropriate statement.

(c) To the extent that Grantee does not vest in any shares of Restricted Stock, all interest in such shares shall be forfeited. The Grantee has no right or interest in any share of Restricted Stock that is forfeited.

§ 6. OTHER LAWS. SunTrust shall have the right to refuse to issue or transfer any shares under this Stock Agreement if SunTrust acting in its absolute discretion determines that the issuance or transfer of such Stock might violate any applicable law or regulation.

§ 7. MISCELLANEOUS.

(a) This Stock Agreement shall be subject to all of the provisions, definitions, terms and conditions set forth in the Plan and any interpretations, rules and regulations promulgated by the Committee from time to time, all of which are incorporated by reference in this Stock Agreement.

(b) The Plan and this Stock Agreement shall be governed by the laws of the State of Georgia (without regard to its choice-of-law provisions).

(c) Any written notices provided for in this Stock Agreement that are sent by mail shall be deemed received three (3) business days after mailing, but not later than the date of actual receipt. Notices shall be directed, if to Grantee, at Grantee’s address indicated by SunTrust’s records and, if to SunTrust, at SunTrust’s principal executive office.

(d) If one or more of the provisions of this Stock Agreement shall be held invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby and the invalid, illegal or unenforceable provisions shall be deemed null and void; however, to the extent permissible by law, any provisions which could be deemed null and void shall first be construed, interpreted or revised retroactively to permit this Stock Agreement to be construed so as to foster the intent of this Stock Agreement and the Plan.

(e) This Stock Agreement (which incorporates the terms and conditions of the Plan) constitutes the entire agreement of the parties with respect to the subject matter hereof. This Stock Agreement supersedes all prior discussions, negotiations, understandings, commitments and agreements with respect to such matters.

SunTrust Banks, Inc.
2009 Stock Plan

Non-Employee Director Restricted Stock Unit Agreement

SunTrust Banks, Inc. (“SunTrust”), a Georgia corporation, upon the recommendation of the Governance and Nominating Committee of its Board of Directors and pursuant to action of the Compensation Committee (“Committee”) in accordance with the SunTrust Banks, Inc. 2009 Stock Plan (“Plan”), has granted restricted stock units (the “Restricted Stock Units”) as an incentive for Grantee to promote the interests of SunTrust and its Subsidiaries. Each Restricted Stock Unit represents the right to receive a payment in cash equal to the Fair Market Value of SunTrust Common Stock, $1.00 par value, at a future date and time, subject to the terms of this Restricted Stock Unit Agreement.


Name of Grantee

Number of Restricted Stock Units

Grant Date
Closing Price of SunTrust Stock on Grant Date						$

This Non-Employee Director Restricted Stock Unit Agreement (the “Agreement”) evidences this grant, which has been made subject to all the terms and conditions set forth on the attached Terms and Conditions and in the Plan.

SUNTRUST BANKS, INC.

Authorized Officer

§ 1. EFFECTIVE DATE . This Grant of Restricted Stock to the Grantee is effective as of [Grant Date] (“Grant Date”).

§ 2. VESTING . All Restricted Stock Units subject to this Agreement shall vest upon the earlier of (a) the first (1 ^st ) anniversary of the Grant Date, and (b) the next annual meeting of shareholders of the Company (“Vesting Date”), provided that Grantee is an active member of SunTrust’s Board of Directors (“Board”) on that date and such Restricted Stock Units have not previously vested or been forfeited pursuant to § 3.

§ 3. ACCELERATED VESTING .

(a) If the Grantee’s membership on the Board terminates prior to the Vesting Date and the date of a Change in Control as a result of the Grantee’s (i) death, (ii) disability within the meaning of Section 22(e)(3) of the Internal Revenue Code of 1986, as amended (the “Code”)) or (iii) attainment of mandatory retirement age for Board members, then a pro-rata number of Restricted Stock Units shall be vested on the date of such termination. The pro-rata number of Restricted Stock Units shall equal the product of: (A) the number of Restricted Stock Units subject to this Agreement; multiplied by (B) a fraction, the numerator of which is equal to the number of days from the Grant Date through the date of such termination of membership on the Board, and the denominator of which is equal to the number of days from the Grant Date through the Vesting Date. In the event of such pro-rata vesting, any Restricted Stock Units (and related Dividend Equivalent Rights (as defined below)) subject to this Agreement that do not vest pursuant to this §3(a) shall terminate and be completely forfeited on such date.

(b) If there is a Change in Control followed by the involuntary termination of the Grantee’s membership on the Board prior to the Vesting Date, and if such termination is not a Termination for Cause (as defined below), then all Restricted Stock Units (and related Dividend Equivalent Rights) subject to this Agreement shall become vested on the date of such termination.

(c) If the Grantee’s membership on the Board terminates prior to the Vesting Date for any reason other than those described in § 3(a) or § 3(b), then any Restricted Stock Units that are not then vested (and related Dividend Equivalent Rights) shall be completely forfeited on the date of such termination.

(d) For purposes of this Agreement, the following terms shall have the meanings set forth below:

(i) Termination for Cause – means termination of membership on the Board which is made primarily because of (A) Grantee’s commission of a felony, or Grantee’s perpetration of a dishonest act, misappropriation of funds, embezzlement, criminal conduct or common law fraud against SunTrust or any Subsidiary, or (B) any other willful act or omission of the Grantee which is materially injurious to the financial condition or business reputation of SunTrust or any Subsidiary.

(ii) Dividend Equivalent Right – means a right that entitles the Grantee to receive an amount equal to any dividends paid on a share of Stock, which dividends have a record date between the Grant Date and the date the Restricted Stock Units are paid.

§ 4. GRANTEE’S RIGHTS PRIOR TO PAYMENT .

(a) The Grantee shall be entitled to a Dividend Equivalent Right for each Restricted Stock Unit subject to this Agreement that vests. Amounts deemed received pursuant to such Dividend Equivalent Rights shall be treated as though they were reinvested in Restricted Stock Units and as part of this grant on the date related dividends are paid, so that they shall be forfeited or payable at the same time as the Restricted Stock Units.

(b) Neither the Plan, this Agreement nor the Restricted Stock Units give the Grantee any rights as a shareholder of SunTrust, including the right to vote or receive dividends. The Grantee is an unsecured general creditor of SunTrust with respect to any cash payment relating to vested Restricted Stock Units, and any payment provided pursuant to this Agreement shall be made from SunTrust’s general assets.

(c) No Restricted Stock Units granted pursuant to this Agreement shall be deemed transferable by the Grantee other than by will or by the laws of descent and distribution prior to the time the Restricted Stock Units become payable to the Grantee or to his or her beneficiary.

§ 5. PAYMENT OF AWARD .

(a) Unless the Restricted Stock Units subject to this Agreement are deferred pursuant to the SunTrust Banks, Inc. Directors Deferred Compensation Plan (the “Deferred Compensation Plan”), the value of the vested Restricted Stock Units (and related Dividend Equivalent Rights) shall be paid in a cash lump sum on the Vesting Date. For purposes of the preceding sentence, the value of each vested Restricted Stock Unit will equal the Fair Market Value of a share of Stock on the Vesting Date. In the event the Restricted Stock Units subject to this Agreement are deferred, such Restricted Stock Units (and related Dividend Equivalent Rights) shall be paid in accordance with the terms of the Deferred Compensation Plan.

(b) To the extent that Grantee does not vest in any Restricted Stock Units, all interest in such Restricted Stock Units (and related Dividend Equivalent Rights) shall be forfeited. The Grantee has no right or interest in any Restricted Stock Unit or related share of Stock that is forfeited.

§ 6. WITHHOLDING . Upon the payment of any Restricted Stock Units, SunTrust’s obligation to deliver cash to settle the vested Restricted Stock Units and Dividend Equivalent Rights shall be subject to the satisfaction of applicable tax withholding requirements, including federal, state, and local requirements. The Grantee must pay to SunTrust any applicable federal, state or local withholding tax due as a result of such payment.

§ 7. NO SERVICE RIGHTS . Nothing in the Plan or this Agreement or any related material shall give the Grantee the right to continue as a member of the Board of SunTrust or any Subsidiary or adversely affect the right of SunTrust or any Subsidiary to terminate the Grantee’s membership on the Board with or without cause at any time.

§ 8. MISCELLANEOUS .

(a) This Agreement shall be subject to all of the provisions, definitions, terms and conditions set forth in the Plan and any interpretations, rules and regulations promulgated by the Committee from time to time, all of which are incorporated by reference in this Agreement.

(b) The Plan and this Agreement shall be governed by the laws of the State of Georgia (without regard to its choice-of-law provisions).

(c) If one or more of the provisions of this Agreement shall be held invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby and the invalid, illegal or unenforceable provisions shall be deemed null and void; however, to the extent permissible by law, any provisions which could be deemed null and void shall first be construed, interpreted or revised retroactively to permit this Agreement to be construed so as to foster the intent of this Agreement and the Plan.

(d) This Agreement (which incorporates the terms and conditions of the Plan) and, in the event the Restricted Stock Units are deferred, the Deferred Compensation Plan constitute the entire agreement of the parties with respect to the subject matter hereof. This Agreement and the Deferred Compensation Plan, if applicable, supersede all prior discussions, negotiations, understandings, commitments and agreements with respect to such matters.

(e) The Restricted Stock Units and related Dividend Equivalent Rights are intended to comply with Code Section 409A and official guidance issued thereunder. Notwithstanding anything herein to the contrary, this Agreement shall be interpreted, operated and administered in a manner consistent with this intention.