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 25, 2017
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
 
(800) 786-8787
 
 
Not Applicable
 
 
Former name or former address, if changed since last report
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. ¨

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 25, 2017. Represented at the meeting were 431,027,978 shares of 492,031,815 eligible shares (87.60%). 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
 
384,964,991

 
1,216,002

 
406,496

 
44,440,489

Dallas S. Clement
 
384,683,895

 
1,496,655

 
406,938

 
44,440,489

Paul R. Garcia
 
385,298,365

 
856,601

 
432,523

 
44,440,489

M. Douglas Ivester
 
378,723,270

 
7,462,688

 
401,531

 
44,440,489

Kyle Prechtl Legg
 
384,850,381

 
1,299,549

 
437,560

 
44,440,489

Donna S. Morea
 
385,071,535

 
1,143,457

 
372,498

 
44,440,489

David M. Ratcliffe
 
385,335,907

 
821,782

 
429,800

 
44,440,489

William H. Rogers, Jr.
 
377,679,340

 
7,496,592

 
1,411,557

 
44,440,489

Frank P. Scruggs, Jr.
 
385,224,402

 
937,665

 
425,421

 
44,440,489

Bruce L. Tanner
 
384,760,378

 
1,405,363

 
421,749

 
44,440,489

Thomas R. Watjen
 
384,574,675

 
1,612,595

 
400,219

 
44,440,489

Dr. Phail Wynn, Jr.
 
379,149,464

 
7,038,878

 
399,147

 
44,440,489

2. Shareholders approved (98.43% 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
 
379,269,071

 
6,065,666

 
1,252,753

 
44,440,489


3. A majority of shareholders (87.43% of the votes cast) recommended that the Company conduct the the non-binding advisory vote ("say-on-pay") every one year, while a minority recommended that the Company conduct say-on-pay vote every two years (0.25%) and every three years (12.31%), respectively. In response, the Board of Directors of the Company has determined that it intends to provide a non-binding advisory vote ("say-on-pay") every year.
 
 
One Year
 
Two Years
 
Three Years
 
Abstain
 
Non-votes
Say-on-Frequency
 
337,255,877

 
978,554

 
47,504,843

 
845,089

 
44,443,614


4. Shareholders ratified (98.90% of the votes cast) the appointment of Ernst & Young LLP as independent auditors of SunTrust for 2017.
 
 
For
 
Against
 
Abstain
 
Non-votes
Ratification of Auditor
 
425,906,108

 
4,742,006

 
379,864

 
0







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 25, 2017.
 
By: /s/ David A. Wisniewski
 
 
 
David A. Wisniewski,
 
 
 
 
Senior Vice President, Deputy General
 
 
 
 
Counsel and Assistant Corporate Secretary