Advisory Vote on Executive Compensation (Item 2)
Advisory Vote on
Executive Compensation (Item 2)
RESOLVED, that the holders of common stock of SunTrust Banks, Inc. approve the
compensation paid to the Companys Named Executive Officers as described in the Compensation Discussion and Analysis (beginning on page 25 of this Proxy Statement), the Summary Compensation Table (on page 39 of this Proxy Statement), and in the
other executive compensation tables and related narrative disclosures (which appear on pages 40-47 of this Proxy Statement).
We believe that our compensation policies and procedures are competitive and,
to the extent permitted by banking regulations, are focused on pay for performance principles and are strongly aligned with the long-term interests of our shareholders. We also believe that both the Company and its shareholders benefit from
responsive corporate governance policies and constructive and consistent dialogue. The resolution described above, commonly known as a
Say-on-Pay
proposal,
gives you as a shareholder the opportunity to endorse or not endorse the compensation we pay to our Named Executive Officers by voting to approve or not approve such compensation as described in this Proxy Statement.
We encourage you to closely review our Compensation Discussion and Analysis and the tabular and narrative disclosures which follow
it. We organized the Compensation Discussion and Analysis to discuss each element of compensation, beginning with direct compensation (base salary, annual incentives and long-term incentives) and ending with indirect, long-term compensation
(retirement benefits). In that section, we also discuss our policies and other factors, such as financial and regulatory constraints, which affect our compensation related decisions or those of our Compensation Committee.
In many cases, we are required to disclose in the executive compensation tables accounting or other
non-cash
estimates of future compensation. Because of this, we encourage you to read the footnotes and narratives which accompany each table in order to understand any
non-cash
items.
We believe our NEO compensation is aligned with our shareholders because:
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We pay market competitive levels of compensation largely based on benchmarking total direct
compensation as well as each component of total direct compensation to the compensation practices of companies within our peer group.
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We attempt to tie compensation to performance. In 2018,
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87% and 82% of CEO and NEO target total direct compensation was at risk, and
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69% and 65% of CEO and NEO target total direct compensation was performance-based.
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Refer to our discussion of Pay for Performance on pages
27-28.
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We generally use objective criteria and attempt to use performance metrics which relate to our
business priorities. For example, we have used metrics such as earnings per share (EPS), tangible efficiency ratio, return on tangible common equity (ROTCE) and
pre-provision
net revenue (PPNR) with our Annual
Incentive Plan and/or Long-Term Incentives in recent years. In addition, we include relative TSR (Total Shareholder Return) as a metric in our Long-Term Incentives, which aligns management compensation to shareholder returns.
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SunTrust has outperformed the median of its peer group
1
in total shareholder return in five of the past seven years (2017, 2016, 2015, 2014, and 2012).
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Your vote is advisory and will not be binding upon our Board. However, the
Compensation Committee will take into account the outcome of the vote when considering future executive compensation arrangements, and our current intention is to provide such an advisory vote annually. This advisory vote is provided pursuant to the
Securities Exchange Act of 1934.
1
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From 2012-2016 the peer group consisted of BBT, CMA, COF, FITB, KEY, MTB, PNC, RF, USB, and WFC.
For 2017 and 2018, the peer group consisted of BAC, BBT, CFG, FITB, HBAN, KEY, MTB, PNC, RF, USB, and WFC.
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50
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SunTrust Banks, Inc. - 2019 Proxy Statement
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Advisory Vote on Executive Compensation (Item 2)
Alignment of Pay with Performance
The following graph illustrates the relationship between the total direct compensation of our CEO and our total shareholder return
(TSR) for the last six fiscal years.
(1)
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Total direct compensation consists of annual base salary, annual incentive plan award and annual long-term
incentive awards, including all restricted stock unit and stock option awards, as reported in the Summary Compensation Table for the applicable year, but excluding other amounts required to be reported in the Summary Compensation Table.
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(2)
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Cumulative TSR reflects a December 31, 2012 starting point assuming an initial investment of $100 and
represents total growth (including reinvestment of dividends) from that date through each subsequent December 31.
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The Board of Directors recommends that the shareholders vote
FOR
the approval of the compensation of the Named Executive Officers.
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AUDIT FEES AND RELATED MATTERS
Audit and
Non-Audit
Fees
The following table presents fees for professional audit services rendered by Ernst & Young LLP for the years ended
December 31, 2018 and 2017, respectively, and fees billed for other services it rendered during those periods.
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Year Ended December 31 ($ in millions)
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2018
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Percent
of
Total
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2017
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Percent
of
Total
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Audit
Fees
1
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$
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10.11
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84.1
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%
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$
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9.98
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86.1%
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Audit Related
Fees
2
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$
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1.48
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|
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12.3
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%
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|
$
|
1.60
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13.8%
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Tax
Fees
3
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$
|
0.02
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|
0.1
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%
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|
$
|
0.00
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0%
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All Other
Fees
4
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$
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0.41
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3.4
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%
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$
|
0.00
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0%
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Total
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$
|
12.02
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100.0
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%
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$
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11.59
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100.0%
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1
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Audit Fees consist of fees billed for professional services rendered in connection with the audit of our annual
consolidated financial statements and internal control over financial reporting, review of periodic reports and other documents filed with the SEC, including the quarterly financial statements included in Forms
10-Q,
statutory audits or financial audits of subsidiaries, and services that are normally provided in connection with statutory or regulatory filings or engagements.
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2
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Audit Related Fees consist of assurance and related services that are reasonably related to the performance of
the audit or review of our financial statements. This category includes fees related to the performance of audits and attest services not required by statute or regulations, service organization control reports, and audits of certain investment
funds advised by SunTrust subsidiaries.
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3
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Tax Fees consist of the aggregate fees billed for professional services rendered by the auditor for tax advice
and tax planning.
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4
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Aggregate fees billed for products and services other than those described above. These products and services
consisted of permitted advisory services in 2018.
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The Audit Committee has concluded that the
provision of any
non-audit
services listed above was compatible with maintaining the independence of Ernst & Young LLP.
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SunTrust Banks, Inc. - 2019 Proxy Statement
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51
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Advisory Vote on Executive Compensation (Item 2)
Audit Committee Policy for
Pre-approval
of Independent Auditor Services
The Audit Committee of the Board of
Directors is required to
pre-approve
all audit and
non-audit
services provided by our independent auditor in order to assure that the provision of such services does not
impair the auditors independence. The Audit Committee has established a policy regarding
pre-approval
of permissible audit, audit-related, tax and other services provided by the independent auditor,
which services are periodically reviewed and revised by the Audit Committee. Unless a type of service has received general
pre-approval
under the policy, the service will require specific approval by the Audit
Committee. The policy also includes
pre-approved
fee levels for specified services, and any fee for a proposed service exceeding the established fee level must be specifically approved by the Audit Committee.
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52
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SunTrust Banks, Inc. - 2019 Proxy Statement
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Ratification of Independent Auditor (Item 3)
Ratification of Independent Auditor (Item 3)
Our Audit Committee is directly responsible for the appointment, compensation, retention and oversight of the independent,
external auditor of our financial statements. The independent, external auditor is appointed annually. The decision of the Audit Committee is based on a review of the qualifications, independence, past performance and quality controls of the
external auditor. The decision also takes into account the proposed audit scope, staffing and approach, including coordination of the external auditors efforts with our internal audit staff, and the estimated audit fees for the coming year.
The Audit Committee has appointed Ernst & Young LLP as our independent, external auditor for the current
year, which ends December 31, 2019, subject to ratification by a majority of the shares represented at the Annual Meeting of Shareholders. Management considers Ernst & Young LLP to be well qualified, and the Audit Committee believes
that the continued retention of Ernst & Young LLP as our independent, external auditor is in the best interests of the Company and its shareholders. In view of the difficulty and expense involved in changing auditors on short notice, should
the shareholders not ratify the selection of Ernst & Young LLP, it is contemplated that the appointment of Ernst & Young LLP will be permitted to stand unless the Board finds other compelling reasons for making a change.
Disapproval by the shareholders will be considered a recommendation that the Board select another external auditor for the following year.
Ernst & Young LLP has been appointed continuously since 2007. In order to assure continuing auditor independence, the Audit Committee periodically considers whether there should be a regular rotation of the independent,
external audit firm. The Audit Committee is directly involved in the selection of Ernst & Young LLPs lead engagement partner and is responsible for the negotiation of audit fees payable to Ernst & Young LLP.
Representatives of Ernst & Young LLP are expected to be present at the Annual Meeting of Shareholders and will be given
the opportunity to make a statement, if they desire, and to respond to appropriate questions.
The Board of
Directors recommends that the shareholders vote
FOR
the ratification of Ernst & Young LLP as our independent, external auditor.
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AUDIT COMMITTEE REPORT
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The Audit Committee has reviewed and discussed the audited consolidated financial statements for the year ended December 31, 2018 with management and with Ernst & Young LLP, the independent auditor for the year ended
December 31, 2018. Management represented to the Audit Committee that our consolidated financial statements were prepared in accordance with GAAP. The discussions with Ernst & Young LLP also included the matters required by Auditing
Standards No. 16, Communications with Audit Committees, as adopted by the Public Company Accounting Oversight Board in Rule 3200T.
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The Audit Committee has received the written disclosures and the letter from Ernst & Young LLP required by the Public Company Accounting Oversight Board regarding Ernst & Young LLPs communications with the
Audit Committee concerning independence. The Audit Committee discussed the independence of Ernst & Young LLP with Ernst & Young LLP.
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Based on the Audit Committees review of the representations of management and the report of Ernst & Young LLP and the Audit Committees discussions with management and Ernst & Young LLP, the Audit
Committee recommended to the Board of Directors that the audited consolidated financial statements for the year ended December 31, 2018 be included in our Annual Report on Form
10-K
to be filed with the
Securities and Exchange Commission.
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Submitted by the Audit Committee of SunTrusts Board of Directors.
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Dallas S. Clement,
Chair
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Paul R. Garcia
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Steven C. Voorhees
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Thomas R. Watjen
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February 22,
2019
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SunTrust Banks, Inc. - 2019 Proxy Statement
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53
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Stock Ownership of Directors, Management, and Principal
Shareholders
STOCK OWNERSHIP
OF DIRECTORS, MANAGEMENT, AND PRINCIPAL SHAREHOLDERS
The following table sets forth the number and the percentage
of shares of our common stock that were beneficially owned as of December 31, 2018 by (i) the executive officers and former executive officers named in the 2018 Summary Compensation Table, (ii) all current directors and persons
nominated to become directors, (iii) all current directors and executive officers as a group, and (iv) all persons known to us who may be considered a beneficial owner of more than 5% of the outstanding shares of our common stock. Also, as
of December 31, 2018, none of our directors or executive officers beneficially owned any shares of our preferred stock. Except as otherwise indicated, each director or executive officer possessed sole voting and investment power with respect to
all shares set forth opposite his or her name. None of our executive officers or directors have pledged any of their shares.
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Name
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Common
Stock
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Options
1
Exercisable
Within
60
Days
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Total
Beneficial
Ownership
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Percent
2
of
Class
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Additional
3
Ownership
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Agnes Bundy Scanlan
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2,537
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2,537
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*
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Scott E. Case
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*
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4,089
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Mark
A. Chancy
4
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154,889
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127,962
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282,851
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*
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116,522
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Dallas S. Clement
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*
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12,875
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Hugh
S. Cummins III
4
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43,061
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88,785
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131,846
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*
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113,824
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Paul
D. Donahue
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*
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L.
Allison Dukes
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19,987
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|
|
5,061
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25,048
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*
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35,032
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Paul
R. Garcia
|
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13,595
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13,595
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*
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2,238
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Aleem
Gillani
5
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268,540
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268,540
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*
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31,499
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M.
Douglas Ivester
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100,000
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100,000
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*
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103,389
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Donna S. Morea
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25,972
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25,972
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*
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David M. Ratcliffe
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21,271
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21,271
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*
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49,544
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William H. Rogers, Jr.
4
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594,421
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330,760
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925,181
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*
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56,291
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Frank P. Scruggs, Jr.
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8,501
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8,501
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*
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11,947
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Bruce L. Tanner
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*
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12,985
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Steven C. Voorhees
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10,000
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10,000
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*
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3,407
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Thomas R. Watjen
|
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|
28,356
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28,356
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*
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All Directors, Nominees and Executive Officers as a Group (19 persons)
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1,317,379
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552,568
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1,869,947
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|
*
|
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603,241
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|
Principal Shareholders
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BlackRock,
Inc.
6
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35,976,802
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35,976,802
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8.04
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%
|
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The
Vanguard Group
6
|
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|
36,595,947
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|
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36,595,947
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|
8.18
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%
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|
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State Street Corporation
6
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|
21,543,926
|
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21,543,926
|
|
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|
4.82
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%
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1
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Pursuant to SEC Rule
13d-3,
persons are deemed to beneficially
own shares that are the subject of stock options or stock equivalents exercisable within 60 days.
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2
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Based on 446,863,413 shares of our common stock outstanding on December 31, 2018,
plus 552,568 shares that are the subject of stock options exercisable within 60 days following such date or phantom stock in accordance with SEC Rule
13d-3.
*
indicates less than 1% of the outstanding
shares of our common stock.
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3
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Represents certain phantom stock not deemed equivalent to common stock under SEC Rule
13d-3.
A number of our directors and executive officers have either received awards or deferred the receipt of fees or compensation payable to them, with their ultimate payout determined as if such awards or
deferred pay had been invested in shares of SunTrust common stock. Amounts reported include phantom shares credited under the SunTrust Deferred Compensation Plan, the SunTrust Directors Deferred Compensation Plan, and restricted stock units granted
under the SunTrust Banks, Inc. 2009 Stock Plan or 2018 Omnibus Incentive Compensation Plan.
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4
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Includes shares held for the benefit of the NEO under SunTrusts 401(k) Plan: Mr. Chancy1,319;
Mr. Cummins2,863; and Mr. Rogers8,098.
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5
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Includes 1,500 shares held in custodial accounts for a family member, for whom Mr. Gillani disclaims
beneficial ownership.
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6
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Based solely upon our review of a Schedule 13D, 13G or 13F filed by the shareholder with the SEC which
provides information as of December 31, 2018, which may include shared voting or dispositive power over some of such shares. BlackRock, Inc., 55 E. 52nd St., New York, NY 10055; The Vanguard Group, 100 Vanguard Blvd., Malvern, PA 19355; and
State Street Corporation, One Lincoln Street, Boston, MA 02111.
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54
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SunTrust Banks, Inc. - 2019 Proxy Statement
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Other Information
Other Information
Webcast of Annual Meeting
We are pleased to offer a listen-only, audio webcast of the 2019 Annual Meeting. If you choose to listen to the webcast, please go
to our Investor Relations website at investors.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 beginning the afternoon of April 23, 2019,
which will be available until April 22, 2020. Please note that you will not be able to vote your shares or otherwise participate in the meeting 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.
Record Date and Shares Outstanding
Each common shareholder of record at the close of business on February 13, 2019the record dateis entitled to
notice of and to vote at the Annual Meeting or any adjournments thereof. Each share of SunTrust common stock entitles the holder to one vote on any matter coming before a meeting of our shareholders. Our shares of Perpetual Preferred Stock, Series
A, B, F, G, and H generally are not entitled to vote. On February 13, 2019, the record date for the Annual Meeting, there were 442,620,907 shares of SunTrust common stock outstanding.
Voting Your Shares
Whether or not you plan to attend the Annual Meeting, please vote your shares: (1) via the internet, (2) via a toll-free
telephone call, or (3) if you received a paper copy of this Proxy Statement, by completing, signing, dating and returning the enclosed proxy card as soon as possible in the postage paid envelope provided. You can simplify your voting and reduce
our costs by voting your shares via the internet or telephone. We have designed the internet and telephone voting procedures to allow shareholders to vote their shares and to confirm that their instructions have been properly recorded. If you hold
your shares in the name of a bank or broker, the availability of telephone and internet voting will depend on the voting processes of the applicable bank or broker. Therefore, we recommend that you follow the voting instructions on the form you
receive from your bank or broker. If you do not choose to vote by the internet or telephone, and you received a paper copy of this Proxy Statement, please complete, date, sign and return the enclosed proxy card.
You may revoke your proxy at any time by notice to the Corporate Secretary of SunTrust, by submitting a proxy having a later date
or by appearing at the Annual Meeting and voting in person. All shares represented by valid proxies received pursuant to this solicitation and not revoked before they are exercised will be voted in the manner specified therein. If you return your
proxy and do not specify how you would like your shares voted, then the proxies will be voted as recommended by the Board of Directors.
Quorum and Voting
Quorum
. The presence, either in person or by proxy, of a majority of the shares entitled to vote constitutes a
quorum at a meeting of our shareholders. Abstentions and broker
non-votes
will be counted as shares present in determining whether a quorum exists at the Annual Meeting.
Vote Required
. If a quorum is present, in order to be elected, each nominee for election as a director must receive
more votes cast for such nominees election than against such nominees election (Item 1). If a quorum is present, all other matters will be approved if the votes cast favoring the action exceed the votes cast opposing the action.
Broker
Non-Votes.
A broker
non-vote
occurs when a nominee holding shares for a beneficial owner does not vote on a particular proposal because the nominee has not received voting instructions from the beneficial owner and the nominee
does not have discretionary voting power with respect to that item. If your shares are held in a brokerage account or by another nominee, you are considered the beneficial owner of shares held in street name, and these proxy
materials have been forwarded to you by your broker or nominee (the record holder) along with a voting instruction card. As the beneficial owner, you have the right to direct your record holder how to vote your shares, and the record
holder is required to vote your shares in accordance with your instructions. Under New York Stock Exchange rules, brokers and other nominees may not vote your shares on certain matters unless they receive instructions from you. Brokers and other
nominees who are New York Stock Exchange members are expected to have discretionary voting power only for Item 3, the ratification of Ernst & Young LLP as our independent auditor, but not any other items. As a result, if you do not provide
specific voting instructions to your record holder, New York Stock Exchange rules will allow the record holder to vote only on Item 3, and not on Items 1 or 2. Accordingly, it is important that you provide voting instructions to your broker or other
nominee so that your shares may be voted.
Effect of Abstentions and Broker
Non-Votes
. If your shares are treated as a broker
non-vote
or abstention, your shares will be counted in the number of shares represented for purposes of
determining whether a quorum is present. However, broker
non-votes
and abstentions will not be included in vote totals (neither for nor against) and therefore will not affect the outcome of the vote on any
matter to be considered at the meeting.
Shareholder Proposals for Next Years Meeting
Proxy Statement Proposals.
Under SEC Rules, shareholders wishing to submit proposals for inclusion in the
proxy statement for our 2020 annual meeting of shareholders must submit such proposals no later than the close of business on November 9, 2019. Proposals should be addressed to SunTrust Banks, Inc., Attention: Corporate Secretary, Post Office
Box 4418, Mail Code 645, Atlanta, Georgia 30302-4418. The proposal must comply with SEC Rule
14a-8.
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|
|
SunTrust Banks, Inc. - 2019 Proxy Statement
|
|
55
|
Other Information
Director Nominations for Inclusion in our Proxy Statement (Proxy Access).
In October 2018, SunTrusts Board of Directors adopted Article II, Section 4 of our Bylaws (the Proxy Access Bylaw). The Proxy Access Bylaw permits a shareholder, or a group of up to 20 shareholders, owning three percent or
more of the outstanding shares of our common stock continuously for at least three years to nominate and include in our proxy materials director nominees constituting up to the greater of two individuals or twenty percent of the Board, provided that
the shareholder(s) and the nominee(s) satisfy the requirements specified in the Proxy Access Bylaw. To be timely for inclusion in our proxy materials for our 2020 annual meeting of shareholders, our Corporate Secretary must receive the notice (at
the address above) to nominate one or more individuals for election using our proxy materials no later than the close of business on November 9, 2019 and not before October 10, 2019. The notice must contain the information required by the
Proxy Access Bylaw, and the shareholder(s) and nominee(s) must comply with the information and other requirements in the Proxy Access Bylaw.
Other Shareholder Proposals and Director Nominations (Advance Notice Provisions).
Our Bylaws also allow shareholders to
submit nominations for director or other business proposals to be considered at a meeting of shareholders where such proposals or nominees will not be included in our proxy materials (including any shareholder proposal not submitted under Rule
14a-8
or any director nomination not made pursuant to the Proxy Access Bylaw). These advance notice provisions are separate from the requirements that a shareholder must meet in order to have a proposal included in
the proxy statement under SEC rules or the requirements that a shareholder must meet in order to have a director nomination included in the proxy statement under the Proxy Access Bylaw.
Under the advance notice provisions of our Bylaws, nominations for director or other business proposals to be addressed at our
next annual meeting may be made by a shareholder entitled to vote who has delivered a written notice to the Corporate Secretary (at the address above) no later than the close of business on November 9, 2019 and not before October 10, 2019.
The submission should include the information required by our Bylaws for a director nomination (other than a nomination made pursuant to the Proxy Access Bylaw) or a proposal for other business. A proxy granted by a shareholder will give
discretionary authority to the named proxies to vote on any matters introduced pursuant to the above advance notice Bylaw provisions, subject to applicable SEC rules.
Our Bylaws are available on our Investor Relations website, investors.suntrust.com, under the heading
Governance.
Attending the Meeting and Other Matters
Only persons who can demonstrate that they were shareholders of record on the record date (February 13, 2019) or their
proxies may attend and participate in the Annual Meeting. If your shares are held in a brokerage account or by another nominee, you must
obtain and bring to the Annual Meeting a voting instruction card or other evidence of ownership from your broker or nominee giving you the right to vote such shares. If you are a shareholder of
record and received your proxy materials (or notice of internet availability of proxy materials) by mail, your admission ticket is attached to your proxy card (or notice of internet availability of proxy materials). If you received your proxy
materials by
e-mail
and voted your shares electronically via the internet, you can print an admission ticket after you have voted by clicking on the link provided. If you are a beneficial owner, bring the
notice or voting instruction card you received from your bank, brokerage firm or other nominee for admission to the meeting. You also may bring your brokerage statement reflecting your ownership of common stock as of February 13, 2019 with you
to the meeting. Large bags, cameras, recording devices and other electronic devices will not be permitted at the Annual Meeting, and individuals not complying with this request are subject to removal from the Annual Meeting. In the event of an
adjournment, postponement or emergency that changes the time, date or location of the Annual Meeting, we will make an announcement, issue a press release or post information on our Investor Relations website, investors.suntrust.com, under the
heading
Governance
to notify shareholders. If any other item or proposal may properly come before the meeting, including voting on a proposal omitted from this Proxy Statement pursuant to the rules of the SEC or incident to the
conduct of the meeting, then the proxies will be voted in accordance with the discretion of the proxy holders.
Householding
As permitted by applicable law, we may deliver only one copy of this Proxy Statement, our Annual
Report or our notice of internet availability of proxy materials to shareholders residing at the same address unless the shareholders have notified us of their desire to receive multiple copies of these materials. This is known as
householding. We do this to reduce costs and preserve resources. Upon oral or written request, we will promptly deliver a separate copy to any shareholder residing at an address to which only one copy was mailed. If your shares are
registered directly in your name with our transfer agent, Computershare Trust Company, N.A. (Computershare), you are considered a shareholder of record with respect to those shares. Shareholders of record residing at the same address
that receive multiple copies of our proxy materials may contact Computershare to request that only a single copy of these materials be mailed in the future. Contact Computershare by phone at (866)
299-4214,
by
mail at P.O. Box 505000, Louisville, KY 40233-5000, or by overnight delivery at 462 South 4th Street, Suite 1600, Louisville, KY 40202. If your shares are held in a brokerage account or bank, you are considered the beneficial owner of
those shares. Beneficial owners should contact their broker or bank.
|
|
|
56
|
|
SunTrust Banks, Inc. - 2019 Proxy Statement
|
Appendix
ANon-GAAP
Reconciliations
Appendix
ANon-GAAP
Reconciliations
Reconciliation of GAAP Efficiency Ratio to Adjusted Tangible Efficiency
Ratio-FTE
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2012
|
|
|
2013
|
|
|
2014
|
|
|
2015
|
|
|
2016
|
|
|
2017
|
|
|
2018
|
|
|
|
|
|
|
|
|
|
Reported (GAAP) Basis
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net Interest Income
|
|
|
5,102
|
|
|
|
4,853
|
|
|
|
4,840
|
|
|
|
4,764
|
|
|
|
5,221
|
|
|
|
5,633
|
|
|
|
5,987
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Noninterest Income
|
|
|
5,373
|
|
|
|
3,214
|
|
|
|
3,323
|
|
|
|
3,268
|
|
|
|
3,383
|
|
|
|
3,354
|
|
|
|
3,226
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Revenue
|
|
|
10,475
|
|
|
|
8,067
|
|
|
|
8,163
|
|
|
|
8,032
|
|
|
|
8,604
|
|
|
|
8,987
|
|
|
|
9,213
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Noninterest
Expense
1
|
|
|
6,284
|
|
|
|
5,831
|
|
|
|
5,543
|
|
|
|
5,160
|
|
|
|
5,468
|
|
|
|
5,764
|
|
|
|
5,673
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Efficiency Ratio
|
|
|
60.0
|
%
|
|
|
72.3
|
%
|
|
|
67.9
|
%
|
|
|
64.2
|
%
|
|
|
63.6
|
%
|
|
|
64.1
|
%
|
|
|
61.6
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Reconciliation:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net Interest Income
|
|
|
5,102
|
|
|
|
4,853
|
|
|
|
4,840
|
|
|
|
4,764
|
|
|
|
5,221
|
|
|
|
5,633
|
|
|
|
5,987
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
FTE Adjustment
|
|
|
123
|
|
|
|
127
|
|
|
|
142
|
|
|
|
142
|
|
|
|
138
|
|
|
|
145
|
|
|
|
88
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net Interest
Income-FTE
|
|
|
5,225
|
|
|
|
4,980
|
|
|
|
4,982
|
|
|
|
4,906
|
|
|
|
5,359
|
|
|
|
5,778
|
|
|
|
6,075
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Noninterest Income
|
|
|
5,373
|
|
|
|
3,214
|
|
|
|
3,323
|
|
|
|
3,268
|
|
|
|
3,383
|
|
|
|
3,354
|
|
|
|
3,226
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Revenue-FTE
|
|
|
10,598
|
|
|
|
8,194
|
|
|
|
8,305
|
|
|
|
8,174
|
|
|
|
8,742
|
|
|
|
9,132
|
|
|
|
9,301
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Efficiency
Ratio-FTE
|
|
|
59.3
|
%
|
|
|
71.2
|
%
|
|
|
66.7
|
%
|
|
|
63.1
|
%
|
|
|
62.6
|
%
|
|
|
63.1
|
%
|
|
|
61.0
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Adjustment Items (Noninterest Income):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
3Q-4Q
12 student / Ginnie Mae loan sale (losses)
|
|
|
(92
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Securities gain related to the sale of Coca Cola stock
|
|
|
1,938
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Pre-tax
mortgage repurchase provision related to loans sold to
GSEs prior to 2009
|
|
|
(371
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
GSE mortgage repurchase settlements
|
|
|
|
|
|
|
(63
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
RidgeWorth sale
|
|
|
|
|
|
|
|
|
|
|
105
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Premium Assignment Corporation sale
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
107
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Securities & MSR losses in connection with tax reform-related actions
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(114
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Adjusted Noninterest Income
|
|
|
3,898
|
|
|
|
3,277
|
|
|
|
3,218
|
|
|
|
3,268
|
|
|
|
3,383
|
|
|
|
3,361
|
|
|
|
3,226
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Adjusted
Revenue-FTE
2
|
|
|
9,123
|
|
|
|
8,257
|
|
|
|
8,200
|
|
|
|
8,174
|
|
|
|
8,742
|
|
|
|
9,139
|
|
|
|
9,301
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Noninterest
Expense
1
|
|
|
6,284
|
|
|
|
5,831
|
|
|
|
5,543
|
|
|
|
5,160
|
|
|
|
5,468
|
|
|
|
5,764
|
|
|
|
5,673
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Adjustment Items (Noninterest Expense):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Legacy affordable housing impairment
|
|
|
96
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Charitable contribution of KO shares
|
|
|
38
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Impact of certain legacy mortgage legal matters
|
|
|
|
|
|
|
323
|
|
|
|
324
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Mortgage servicing advances allowance increase
|
|
|
|
|
|
|
96
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Efficiency related charges as outlined in 12/4/17
8-K
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
36
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Contribution to communities / teammates in connection with
tax-reform
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
75
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Legacy pension settlement charge
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
60
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Adjusted Noninterest
Expense
2
|
|
|
6,150
|
|
|
|
5,412
|
|
|
|
5,219
|
|
|
|
5,160
|
|
|
|
5,468
|
|
|
|
5,653
|
|
|
|
5,613
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Amortization Expense
|
|
|
46
|
|
|
|
23
|
|
|
|
25
|
|
|
|
40
|
|
|
|
49
|
|
|
|
75
|
|
|
|
73
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Adjusted Tangible
Expenses
2
|
|
|
6,104
|
|
|
|
5,389
|
|
|
|
5,194
|
|
|
|
5,120
|
|
|
|
5,419
|
|
|
|
5,578
|
|
|
|
5,540
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Adjusted Efficiency
Ratio-FTE
3
|
|
|
67.4
|
%
|
|
|
65.6
|
%
|
|
|
63.7
|
%
|
|
|
63.1
|
%
|
|
|
62.6
|
%
|
|
|
61.9
|
%
|
|
|
60.3
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Adjusted Tangible Efficiency
Ratio-FTE
3
|
|
|
66.9
|
%
|
|
|
65.3
|
%
|
|
|
63.3
|
%
|
|
|
62.6
|
%
|
|
|
62.0
|
%
|
|
|
61.0
|
%
|
|
|
59.6
|
%
|
|
|
|
|
|
|
|
|
Footnotes:
1.
|
In accordance with updated GAAP, amortization of affordable housing investments of $39 million and
$49 million were reclassified and are now presented in provision for income taxes for 2012 and 2013, respectively. Previously, the amortization was presented in other noninterest expense.
|
2.
|
Adjusted revenue and expenses are provided as they remove certain items that are material and potentially
non-recurring.
Adjusted figures are intended to provide management and investors information on trends that are more comparable across periods and potentially more comparable across institutions.
|
3.
|
Represents adjusted noninterest expense / adjusted revenueFTE. Adjusted tangible efficiency ratio excludes
amortization expense, the impact of which was (0.50%), (0.28%), (0.30%), (0.49%), (0.56%), (0.82%), and (0.78%) for 2012, 2013, 2014, 2015, 2016, 2017, and 2018, respectively.
|
|
|
|
SunTrust Banks, Inc. - 2019 Proxy Statement
|
|
57
|
Appendix
ANon-GAAP
Reconciliations
Appendix ANon-GAAP Reconciliations (Continued)
Reconciliation of GAAP Earnings Per Share to Adjusted Earnings Per Share
|
|
|
|
|
|
|
|
|
|
|
|
|
($ in millions, except per share
amounts)
|
|
2012
|
|
|
2013
|
|
|
2017
|
|
|
|
|
|
Net income available to common shareholders
|
|
$
|
1,931
|
|
|
$
|
1,297
|
|
|
$
|
2,179
|
|
|
|
|
|
|
|
|
|
Significant items impacting the year:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating losses related to recognition of certain mortgage-related legal matters
|
|
|
|
|
|
|
323
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Mortgage repurchase provision related to repurchase settlements
|
|
|
|
|
|
|
63
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Provision for unrecoverable servicing advances
|
|
|
|
|
|
|
96
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Securities gains related to sale of Coke stock
|
|
|
(1,938
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Mortgage repurchase provision
|
|
|
371
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Charitable expense related to the Coke stock contribution
|
|
|
38
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Provision for credit losses related to NPL sales
|
|
|
172
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Losses on sale of guaranteed loans
|
|
|
92
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Valuation losses related to planned sale of Affordable Housing investments
|
|
|
96
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net tax benefit related to subsidiary reorganization and other
|
|
|
|
|
|
|
(113
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
Gain on sale of Premium Assignment Corporation
|
|
|
|
|
|
|
|
|
|
|
(107
|
)
|
|
|
|
|
|
|
|
|
Securities & MSR losses in connection with tax reform-related actions
|
|
|
|
|
|
|
|
|
|
|
114
|
|
|
|
|
|
|
|
|
|
Contribution to communities / teammates in connection with
tax-reform
|
|
|
|
|
|
|
|
|
|
|
75
|
|
|
|
|
|
|
|
|
|
Efficiency related charges as outlined in 12/4/17
8-K
|
|
|
|
|
|
|
|
|
|
|
36
|
|
|
|
|
|
|
|
|
|
Tax (benefit)/expense related to above items
|
|
|
416
|
|
|
|
(190
|
)
|
|
|
(42
|
)
|
|
|
|
|
|
|
|
|
Net tax benefit related to revaluation of net deferred tax liability and other discrete tax
items
|
|
|
|
|
|
|
|
|
|
|
(291
|
)
|
|
|
|
|
|
|
|
|
Tax expense related to SunTrust Mortgage (STM) state NOL valuation allowance
adjustment
|
|
|
|
|
|
|
|
|
|
|
27
|
|
|
|
|
|
|
|
|
|
Net income available to common shareholders, excluding significant items impacting the
year
|
|
$
|
1,178
|
|
|
$
|
1,476
|
|
|
$
|
1,991
|
|
|
|
|
|
|
|
|
|
Net income per average common share, diluted
|
|
$
|
3.59
|
|
|
$
|
2.41
|
|
|
$
|
4.47
|
|
|
|
|
|
|
|
|
|
Net income per average common share, diluted, excluding
significant items impacting the year
|
|
$
|
2.19
|
|
|
$
|
2.74
|
|
|
$
|
4.09
|
|
|
|
|
|
For 2012, 2013 and 2017, we present net income and earnings per share excluding certain items. We
believe this is useful to investors because it removes the effect of these items and may better reflect normal operations and results that are primarily client relationship and client transaction driven. Removing these items also allows investors to
compare our results to other companies in the industry that may not have had similar items impact their results. We use these measures to assess our financial performance.
|
|
|
58
|
|
SunTrust Banks, Inc. - 2019 Proxy Statement
|
|
|
|
Using a
black ink
pen, mark your votes with an
X
as shown in this example. Please do not write outside the designated areas.
|
|
|
|
|
|
|
Your vote matters heres how to vote!
|
|
You may vote online or by phone instead of mailing this card.
|
|
|
Votes submitted electronically must be received by 1:00 a.m., Eastern time, April 23, 2019 (and 1:00 a.m., Eastern time, April 19, 2019 for SunTrust Banks, Inc. 401(k) Plan participants).
|
|
|
|
|
Online
Go to
www.investorvote.com/STI
or scan the QR code login details are
located in the shaded bar
below.
|
|
|
|
|
Phone
Call toll free 1-800-652-VOTE (8683) within
the USA, US territories and Canada
|
|
|
|
|
Save paper, time and money!
Sign up for electronic
delivery at
www.investorvote.com/STI
|
q
IF VOTING BY MAIL, SIGN, DETACH AND RETURN THE BOTTOM PORTION IN THE ENCLOSED ENVELOPE.
q
|
|
|
A
|
|
Proposals The Board of Directors recommends a vote
FOR
all director nominees, and
FOR
Proposals 2 and 3:
|
1. Election of Directors:
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For
|
|
Against
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Abstain
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|
For
|
|
Against
|
|
Abstain
|
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|
For
|
|
Against
|
|
Abstain
|
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|
01 -
|
|
Agnes Bundy Scanlan
|
|
☐
|
|
☐
|
|
☐
|
|
05 -
|
|
Donna S. Morea
|
|
☐
|
|
☐
|
|
☐
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|
08 -
|
|
Frank P. Scruggs, Jr.
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|
☐
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|
☐
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☐
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02 -
|
|
Dallas S. Clement
|
|
☐
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☐
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☐
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06 -
|
|
David M. Ratcliffe
|
|
☐
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☐
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☐
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09 -
|
|
Bruce L. Tanner
|
|
☐
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☐
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☐
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03 -
|
|
Paul D. Donahue
|
|
☐
|
|
☐
|
|
☐
|
|
07 -
|
|
William H. Rogers, Jr.
|
|
☐
|
|
☐
|
|
☐
|
|
10 -
|
|
Steven C. Voorhees
|
|
☐
|
|
☐
|
|
☐
|
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04 -
|
|
Paul R. Garcia
|
|
☐
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|
☐
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☐
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For
|
|
Against
|
|
Abstain
|
|
|
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|
For
|
|
Against
|
|
Abstain
|
2.
|
|
To approve, on an advisory basis, the Companys executive compensation.
|
|
☐
|
|
☐
|
|
☐
|
|
3.
|
|
To ratify the appointment of Ernst & Young LLP as our independent auditor for 2019.
|
|
☐
|
|
☐
|
|
☐
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B
|
|
Authorized Signatures This section must be completed for your vote to count. Please date and sign below.
|
|
|
Please sign exactly as name(s) appear hereon. Joint owners should each sign. When signing as attorney, executor, administrator, corporate
officer, trustee, guardian, or custodian, please give full title.
|
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|
Date (mm/dd/yyyy) Please print date below.
|
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|
|
Signature 1 Please keep signature within the box.
|
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|
|
Signature 2 Please keep signature within the box.
|
/ /
|
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|
|
2019 Annual Meeting Admission Ticket
2019 Annual Meeting of SunTrust Banks, Inc. Shareholders
Tuesday, April 23, 2019 at 9:30 a.m. Local Time
Suite 105 on the Atrium Level of the SunTrust Plaza Garden Offices
303 Peachtree Center Avenue
Atlanta, Georgia
30308
Upon arrival, please present this admission ticket and photo identification at the registration desk.
Important
notice regarding the Internet availability of proxy materials for the Annual Meeting of Shareholders.
The material is available at:
www.proxydocs.com/STI
q
IF
VOTING BY MAIL, SIGN, DETACH AND RETURN THE BOTTOM PORTION IN THE ENCLOSED ENVELOPE.
q
Notice of 2019 Annual Meeting of Shareholders
|
|
|
|
|
|
|
|
|
Proxy Solicited by Board of Directors for Annual Meeting
April 23, 2019
|
|
|
|
|
|
|
|
|
|
|
|
The undersigned, having received the Notice of
Annual Meeting of Shareholders and Proxy Statement dated on or about March 8, 2019 and a copy of the SunTrust Banks, Inc. 2018 Annual Report, hereby appoints Ellen M. Fitzsimmons and L. Allison Dukes, and each of them acting individually, proxies,
with full power of substitution, to vote for the undersigned all shares of the Common Stock of SunTrust Banks, Inc. (the Company) that the undersigned would be entitled to vote if personally present at the Annual Meeting of Shareholders
to be held on Tuesday, April 23, 2019, at 9:30 a.m. local time, in Suite 105 on the Atrium level of SunTrust Plaza Garden Offices, 303 Peachtree Center Avenue, Atlanta, Georgia, 30308, and at any adjournments thereof, upon the matters described on
the reverse hereof and in the accompanying Proxy Statement dated on or about March 8, 2019, and upon any other business that may properly come before such Annual Meeting or any adjournments thereof, unless otherwise specified
herein.
|
You are encouraged to specify your choices by
marking the appropriate boxes (SEE REVERSE SIDE), but you need not mark any boxes if you wish to vote in accordance with the Board of Directors recommendations.
THIS PROXY WILL BE VOTED AS DIRECTED BY THE UNDERSIGNED. IF NO
DIRECTION IS INDICATED, THEN PROXIES WILL HAVE AUTHORITY TO VOTE FOR EACH OF THE NOMINEES LISTED IN PROPOSAL 1, AND FOR PROPOSALS 2 AND 3.
The proxies cannot vote your shares unless you sign and return this
card.
|
NOTICE TO PARTICIPANTS IN THE
SUNTRUST BANKS, INC. 401(K) PLAN:
This card also constitutes voting instructions for participants in the SunTrust Banks, Inc.
401(k) Plan (the Plan). A participant who signs on the reverse side hereby instructs the trustee of the Plan to vote all of the shares of common stock of the Company allocated to the participants account in accordance with the
instructions on the reverse side. If no instructions have been received from a Plan participant, then the trustee will not vote the shares allocated in the account.
Your voting instructions must be received by 1:00 a.m., Eastern Time, on
Friday, April 19, 2019 to allow sufficient time for processing.
|
(Items to be voted appear on reverse side)
|
|
|
|
|
|
|
|
|
Change of Address
Please print new address below.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Using a
black ink
pen, mark your votes with an
X
as shown in this example. Please do not write outside the designated areas.
|
|
|
q
IF VOTING BY MAIL, SIGN, DETACH AND RETURN THE BOTTOM PORTION IN THE ENCLOSED ENVELOPE.
q
|
|
|
A
|
|
Proposals The Board of Directors recommends a vote
FOR
all director nominees, and
FOR
Proposals 2 and 3:
|
1. Election of Directors:
|
|
|
|
|
|
|
|
|
|
|
|
|
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|
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|
|
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|
|
|
|
|
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|
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|
|
|
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|
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|
For
|
|
Against
|
|
Abstain
|
|
|
|
|
|
For
|
|
Against
|
|
Abstain
|
|
|
|
|
|
For
|
|
Against
|
|
Abstain
|
|
|
01 -
|
|
Agnes Bundy Scanlan
|
|
☐
|
|
☐
|
|
☐
|
|
05 -
|
|
Donna S. Morea
|
|
☐
|
|
☐
|
|
☐
|
|
08 -
|
|
Frank P. Scruggs, Jr.
|
|
☐
|
|
☐
|
|
☐
|
|
|
|
|
|
|
|
02 -
|
|
Dallas S. Clement
|
|
☐
|
|
☐
|
|
☐
|
|
06 -
|
|
David M. Ratcliffe
|
|
☐
|
|
☐
|
|
☐
|
|
09 -
|
|
Bruce L. Tanner
|
|
☐
|
|
☐
|
|
☐
|
|
|
|
|
|
|
|
03 -
|
|
Paul D. Donahue
|
|
☐
|
|
☐
|
|
☐
|
|
07 -
|
|
William H. Rogers, Jr.
|
|
☐
|
|
☐
|
|
☐
|
|
10 -
|
|
Steven C. Voorhees
|
|
☐
|
|
☐
|
|
☐
|
|
|
04 -
|
|
Paul R. Garcia
|
|
☐
|
|
☐
|
|
☐
|
|
|
|
|
|
|
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|
|
|
|
|
|
|
|
For
|
|
Against
|
|
Abstain
|
|
|
|
|
|
For
|
|
Against
|
|
Abstain
|
2.
|
|
To approve, on an advisory basis, the Companys executive compensation.
|
|
☐
|
|
☐
|
|
☐
|
|
3.
|
|
To ratify the appointment of Ernst & Young LLP as our independent auditor for 2019.
|
|
☐
|
|
☐
|
|
☐
|
|
|
|
|
|
|
|
|
|
|
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|
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|
|
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|
|
|
B
|
|
Authorized Signatures This section must be completed for your vote to be count. Please date and sign below.
|
|
|
Please sign exactly as name(s) appear hereon. Joint owners should each sign. When signing as attorney, executor, administrator, corporate
officer, trustee, guardian, or custodian, please give full title.
|
|
|
|
|
|
|
|
|
|
|
|
|
Date (mm/dd/yyyy) Please print date below.
|
|
|
|
|
|
Signature 1 Please keep signature within the box.
|
|
|
|
|
|
Signature 2 Please keep signature within the box.
|
/ /
|
|
|
|
|
|
|
|
|
|
|
|
|
q
IF VOTING BY MAIL, SIGN, DETACH AND RETURN THE BOTTOM PORTION IN THE ENCLOSED ENVELOPE.
q
Notice of 2019 Annual Meeting of Shareholders
|
|
|
|
|
|
|
|
|
Proxy Solicited by Board of Directors for Annual Meeting
April 23, 2019
|
|
|
|
|
|
|
|
|
|
|
|
The undersigned, having received the Notice of
Annual Meeting of Shareholders and Proxy Statement dated on or about March 8, 2019 and a copy of the SunTrust Banks, Inc. 2018 Annual Report, hereby appoints Ellen M. Fitzsimmons and L. Allison Dukes, and each of them acting individually, proxies,
with full power of substitution, to vote for the undersigned all shares of the Common Stock of SunTrust Banks, Inc. (the Company) that the undersigned would be entitled to vote if personally present at the Annual Meeting of Shareholders
to be held on Tuesday, April 23, 2019, at 9:30 a.m. local time, in Suite 105 on the Atrium level of SunTrust Plaza Garden Offices, 303 Peachtree Center Avenue, Atlanta, Georgia, 30308, and at any adjournments thereof, upon the matters described on
the reverse hereof and in the accompanying Proxy Statement dated on or about March 8, 2019, and upon any other business that may properly come before such Annual Meeting or any adjournments thereof, unless otherwise specified
herein.
|
You are encouraged to specify your choices by
marking the appropriate boxes (SEE REVERSE SIDE), but you need not mark any boxes if you wish to vote in accordance with the Board of Directors recommendations.
THIS PROXY WILL BE VOTED AS DIRECTED BY THE UNDERSIGNED. IF NO DIRECTION
IS INDICATED, THEN PROXIES WILL HAVE AUTHORITY TO VOTE FOR EACH OF THE NOMINEES LISTED IN PROPOSAL 1, AND FOR PROPOSALS 2 AND 3.
The proxies cannot vote your shares unless you sign and return this
card.
|
NOTICE TO PARTICIPANTS IN THE
SUNTRUST BANKS, INC. 401(K) PLAN:
This card also constitutes voting instructions for participants in the SunTrust Banks, Inc.
401(k) Plan (the Plan). A participant who signs on the reverse side hereby instructs the trustee of the Plan to vote all of the shares of common stock of the Company allocated to the participants account in accordance with the
instructions on the reverse side. If no instructions have been received from a Plan participant, then the trustee will not vote the shares allocated in the account. Your voting instructions must be received by 1:00 a.m., Eastern Time, on Friday,
April 19, 2019 to allow sufficient time for processing.
|
(Items to be voted appear on reverse side)
|
|
|
|
|
|
|
|
|
|
|
|
|
Online
|
|
|
|
|
|
|
|
|
|
|
Go to
www.investorvote.com/STI
or scan the QR code login details are located in the shaded bar below.
|
|
|
|
|
|
|
|
|
|
|
Votes submitted electronically must be received by 1:00 a.m., Eastern time, April 23, 2019 (and 1:00 a.m., Eastern time, April 19, 2019 for SunTrust Banks, Inc. 401(k) Plan participants).
|
Important Notice Regarding the Availability of Proxy Materials for the
SunTrust Banks, Inc. Annual Shareholders Meeting to be Held on April 23, 2019.
Under Securities and Exchange Commission rules, you are receiving this notice that the proxy materials for the annual shareholders meeting are available on the
Internet. Follow the instructions below to view the materials and vote online or request a copy. The items to be voted on and location of the annual meeting are on the reverse side. Your vote is important!
This communication presents only an overview of the more complete proxy materials that are available to you on the Internet. We encourage you to access and review
all of the important information contained in the proxy materials before voting. The proxy statement and annual report to shareholders are available at:
|
|
|
|
|
|
|
Easy Online Access View your proxy materials and vote.
|
|
Step 1:
|
|
Go to www.investorvote.com/STI.
|
|
Step 2:
|
|
Click on the icon on the right to view meeting materials.
|
|
|
Step 3:
|
|
Return to the investorvote.com window and follow the instructions on the screen to log in.
|
|
|
Step 4:
|
|
Make your selections as instructed on each screen for your delivery preferences.
|
|
|
Step 5:
|
|
Vote your shares.
|
When you go online, you can also help the environment by consenting to receive electronic delivery of future
materials.
|
|
|
|
|
Obtaining a Copy of the Proxy Materials If you want to receive a copy of the proxy materials, you must request one. There is no charge to you for requesting a copy. Please make your request as instructed on the reverse
side on or before April 13, 2019 to facilitate timely delivery.
|
|
|
|
|
|
|
|
2 N O T
|
|
|
02ZG8C
|
|
|
Shareholder Meeting Notice
|
|
|
The Annual Meeting of Shareholders of SunTrust Banks, Inc. will be held in Suite 105 on the Atrium level of SunTrust Plaza Garden
Offices, 303 Peachtree Center Avenue, Atlanta, Georgia, 30308, on Tuesday, April 23, 2019, at 9:30 a.m. local time, for the following purposes:
Proposals to
be voted on at the meeting are listed below along with the Board of Directors recommendations.
The Board of Directors recommends a vote
FOR
all
director nominees, and
FOR
Proposals 2 and 3:
|
1.
|
To elect 10 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 approve, on an advisory basis, the Companys executive compensation.
|
|
3.
|
To ratify the appointment of Ernst & Young LLP as our independent auditor for 2019.
|
PLEASE NOTE YOU CANNOT VOTE BY RETURNING THIS NOTICE. To vote your shares you must go online or request a paper copy of the proxy materials to receive a proxy
card. If you wish to attend and vote at the meeting, please bring this notice with you.
|
|
|
|
|
|
|
Heres how to order a copy of the proxy materials and select delivery preferences:
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Current and future delivery requests can be submitted using the options below.
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If you request an email copy, you will receive an email with a link to the current meeting materials.
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PLEASE NOTE:
You must use the number in the shaded bar on the reverse side when requesting a copy of the proxy materials.
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Internet
Go to
www.investorvote.com/STI.
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Phone
Call us free of charge at 1-866-641-4276.
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Email
Send an email to investorvote@computershare.com with Proxy Materials SunTrust Banks, Inc. in the subject line. Include your full name and address, plus the number located in the shaded bar on the
reverse side, and state that you want a paper copy of the meeting materials.
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To facilitate timely delivery, requests for a paper copy of proxy materials must be received by April 13, 2019.
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