UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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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): February 8, 2005
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SUNTRUST BANKS, INC.
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(Exact name of registrant as specified in its charter)
Georgia 001-08918 58-1575035
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
303 Peachtree St., N.E. Atlanta, Georgia 30308
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (404) 588-7711
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Not Applicable
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(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))
ITEM 1.01. ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.
On February 8, 2005, the Compensation Committee of the Board of
Directors of SunTrust Banks, Inc. ("SunTrust" or the "Company") approved the
base salaries of (i) the Company's chief executive officer, (ii) certain of the
individuals expected to be named in the Company's proxy statement for its 2005
annual meeting of shareholders as its four highest paid executive officers other
than the chief executive officer (together with the chief executive officer, the
"Named Executive Officers") and (iii) certain other executive officers of the
Company (together with the Named Executive Officers, the "Executive Officers")
for the 12-month period beginning March 1, 2005. Also on February 8, 2005, the
Compensation Committee approved incentive cash compensation awards to be paid to
certain of the Executive Officers under the Company's 2004 Management Incentive
Plan (the "MIP") for the year ended December 31, 2004. The following table shows
the amounts of these base salaries and awards.
EXECUTIVE OFFICER 2005 2004
BASE SALARY AWARD
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L. Phillip Humann $1,000,000 $1,356,146
James M. Wells III 775,000 748,015
William R. Reed, Jr. 576,000 558,556(1)
Theodore J. Hoepner 381,500(2) 600,157
John W. Clay, Jr. 381,500(3) 600,157
Mark A. Chancy 425,000 243,284
John W. Spiegel 350,000(4) 500,140
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(1) Mr. Reed received a portion of his 2004 MIP award in the amount of
$279,237 in October 2004 as part of his change in control payment.
He will receive the remaining $279,319 in March 2005.
(2) Mr. Hoepner is currently a Vice Chairman of SunTrust Bank Holding
Company. Since retiring his position as Vice Chairman of SunTrust as
of December 9, 2004, he has served as an employee consultant of
SunTrust. Mr. Hoepner will be retiring in June 2005 and his prorated
salary will be $190,750.
(3) Mr. Clay is currently a Vice Chairman of SunTrust Bank Holding
Company. Since retiring his position as Vice Chairman of SunTrust as
of December 9, 2004, he has served as an employee consultant of
SunTrust.
(4) Mr. Spiegel is currently a Vice Chairman of SunTrust Bank Holding
Company. Since retiring his position as Vice Chairman of SunTrust as
of August 10, 2004, he has served as an employee consultant of
SunTrust. Mr. Spiegel will be retiring in March 2005 and his
prorated salary will be $87,500.
In addition, on February 8, 2005, the Compensation Committee approved
grants of stock options to certain of the Executive Officers pursuant to the
Company's 2004 Stock Option Plan and the form of Non-Qualified Stock Option
Agreement previously filed with the Securities and Exchange Commission, as
follows: L. Phillip Humann - 97,000 shares; James M. Wells III - 60,000 shares;
and Mark A. Chancy - 40,000 shares.
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: March 14, 2005
By: /s/ Kimberly N. Rhodes
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Kimberly N. Rhodes
First Vice President and Senior
Counsel - Corporate and Regulatory
