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The following is an excerpt from a DEF 14A SEC Filing, filed by SUNTRUST BANKS INC on 3/6/2009.
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SUNTRUST BANKS INC - DEF 14A - 20090306 - NOTICE_OF_ANNUAL_MEETING

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NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

To the Shareholders of

SunTrust Banks, Inc.

The Annual Meeting of Shareholders of SunTrust Banks, Inc. will be held in Suite 105 on the 1st floor of SunTrust Plaza Garden Offices, 303 Peachtree Center Avenue, Atlanta, Georgia, on Tuesday, April 28, 2009, at 9:30 a.m. local time, for the following purposes:

 

  1.

To elect 8 directors nominated by the Board of Directors to serve until the next annual meeting of shareholders and until their respective successors have been elected.

 

  2.

To ratify the appointment of Ernst & Young LLP as independent auditor for 2009.

 

  3.

To approve The SunTrust Banks, Inc. 2009 Stock Plan.

 

  4.

To consider and approve the following advisory (non-binding) proposal:

RESOLVED, that the holders of common stock of SunTrust Banks, Inc. approve 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.

 

  5.

To transact such other business as may properly come before the Annual Meeting or any adjournment thereof.

Only shareholders of record at the close of business on February 18, 2009 will be entitled to notice of and to vote at the Annual Meeting or any adjournment thereof.

Important Notice Regarding the Availability of Proxy Materials for the Shareholder Meeting to Be Held on April 28, 2009. The 2009 Proxy Statement and the Annual Report to Shareholders for the year ended December 31, 2008 are also available at www.proxydocs.com/sti .

For your convenience, we will offer an audio webcast of the meeting. If you choose to listen to the webcast, go to “Investor Relations” located under “About SunTrust” at www.suntrust.com shortly before the meeting time and follow the instructions provided. If you miss the meeting, you may listen to a replay of the webcast on our site beginning the afternoon of April 28. Please note that you will not be able to vote your shares via the webcast. If you plan to listen to the webcast, please submit your vote using one of the methods described below prior to the meeting.

We direct your attention to the attached Proxy Statement for more complete information regarding the matters to be acted upon at the Annual Meeting.

 

By Order of the Board of Directors

 

Raymond D. Fortin,

Corporate Secretary

March 5, 2009

IMPORTANT NOTICE

Whether or not you plan to attend the Annual Meeting, please vote your shares by: (1) a toll-free telephone call, (2) the Internet, or (3) completing, signing, dating and returning the enclosed proxy as soon as possible in the postage paid envelope provided.


Table of Contents

TABLE OF CONTENTS

 

Proxy Statement

  1

Record Date and Shares Outstanding

  1

Election of Directors

  2

Director Selection Process

  2

Shareholder Nominations for Election to the Board

  2

Policy on Majority Voting

  3

Corporate Governance and Director Independence

  3

Shareholder Communications with Directors

  4

Directors

  5

N OMINEES FOR D IRECTORSHIP (I TEM  1)

  5

Nominees for Terms Expiring in 2010

  6

Incumbent Directors Whose Terms Expire in 2010

  7

Board Committees

  7

Attendance

  9

Director Compensation

  9

Executive Officers

  11

Other Director and Executive Officer Information

  13

Compensation Committee Interlocks and Insider Participation

  13

Policies and Procedures for Approval of Related Party Transactions

  13

Transaction with Related Persons, Promoters, and Certain Control Persons

  13

Section 16(a) Beneficial Ownership Reporting Compliance

  14

EXECUTIVE COMPENSATION

  15

C OMPENSATION D ISCUSSION AND A NALYSIS

  15

Compensation Committee Report

  35

Summary of Cash and Certain Other Compensation and Other Payments to the Named Executive Officers

  35

2008 Summary Compensation Table

  36

2008 Grants of Plan-Based Awards

  39

Outstanding Equity Awards at December 31, 2008

  40

Option Exercises and Stock Vested in 2008

  41

2008 Pension Benefits Table

  42

2008 Nonqualified Deferred Compensation Table

  46

Potential Payments Upon Termination or Change in Control

  48

Audit Fees and Related Matters

  53

Audit and Non-Audit Fees

  53

Audit Committee Policy for Pre-approval of Independent Auditor Services

  53

Audit Committee Report

  54

R ATIFICATION OF I NDEPENDENT A UDITOR (I TEM  2)

  54

A PPROVAL OF T HE S UNTRUST B ANKS , I NC . 2009 S TOCK P LAN (I TEM  3)

  55

Equity Compensation Plans

  63

A DVISORY V OTE ON E XECUTIVE C OMPENSATION (I TEM 4)

  64

Stock Ownership of Certain Persons

  66

Stock Ownership of Directors and Management and of Principal Shareholder

  66

Additional Information

  68

Proxy Solicitation

  68

Shareholder Proposals for Next Year’s Meeting

  68

Quorum and Voting

  68

Other Matters

  69


Table of Contents

SUNTRUST BANKS, INC.

303 PEACHTREE STREET, N.E.

ATLANTA, GEORGIA 30308

BROKERAGE PARTNERS