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SCHEDULE 14A
(RULE 14A-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES
EXCHANGE ACT OF 1934 (AMENDMENT NO. )
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement [ ] Confidential, for Use of the Commission
Only (as permitted by Rule 14a-6(e)(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
SunTrust Banks, Inc.
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
(1) Title of each class of securities to which transaction applies:
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(2) Aggregate number of securities to which transaction applies:
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(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which the
filing fee is calculated and state how it was determined):
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(4) Proposed maximum aggregate value of transaction:
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(5) Total fee paid:
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[ ] Fee paid previously with preliminary materials:
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[ ] Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
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(4) Date Filed:
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(SUNTRUST LOGO)
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
Room 225 on the 2nd floor of SunTrust Plaza Garden Offices, 303 Peachtree Center
Avenue, Atlanta, Georgia, on Tuesday, April 17, 2001, at 9:30 a.m. local time,
for the following purposes:
1. To elect one director to serve until the Annual Meeting of
Shareholders in 2002, one director to serve until the Annual Meeting of
Shareholders in 2003 and five directors to serve until the Annual Meeting
of Shareholders in 2004; and
2. 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 16, 2001
will be entitled to notice of and to vote at the Annual Meeting or any
adjournment thereof.
Your attention is directed to the Proxy Statement accompanying this Notice
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 1, 2001
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.
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SUNTRUST BANKS, INC.
303 PEACHTREE STREET, N.E.
ATLANTA, GEORGIA 30308
---------------------
PROXY STATEMENT
---------------------
The enclosed proxy is solicited on behalf of the Board of Directors of
SunTrust Banks, Inc. (the "Company" or "SunTrust") in connection with the Annual
Meeting of Shareholders of the Company to be held on Tuesday, April 17, 2001
(the "Annual Meeting"). The enclosed proxy is for use at the Annual Meeting if a
shareholder is unable to attend the Annual Meeting in person or wishes to have
his shares voted by proxy even if he attends the Annual Meeting. The proxy may
be revoked by the person giving it at any time before it is exercised, by notice
to the Corporate Secretary of the Company, by submitting a proxy having a later
date, or by such person 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 no specification is made, the proxies for the proposal described
below will be voted as recommended by the Board of Directors. This Proxy
Statement and the enclosed proxy are being first mailed to the Company's
shareholders on or about March 8, 2001.
Shareholders of record can simplify their voting and reduce the Company's
costs by voting their shares via telephone or the Internet. The telephone and
Internet voting procedures are designed to authenticate shareholders'
identities, allow shareholders to vote their shares and to confirm that their
instructions have been properly recorded. If your shares are held 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, it is
recommended that you follow the voting instructions on the form you receive. If
you do not choose to vote by telephone or the Internet, please date, sign and
return the proxy card.
ELECTION OF DIRECTORS
(ITEM 1)
Pursuant to the Bylaws of the Company, the Board of Directors has
determined that the number of directors constituting the Board of Directors
shall be 16, with directors divided into 3 classes serving staggered 3-year
terms. There is 1 director, Patricia C. Frist, who has been nominated to stand
for reelection as a director at the Annual Meeting in 2001 for a term expiring
in 2002, 1 director, Douglas N. Daft, who has been nominated to stand for
reelection as a director at the Annual Meeting in 2001 for a term expiring in
2003, and 5 directors, Summerfield K. Johnston, Jr., Larry L. Prince, R. Randall
Rollins, Frank S. Royal, M.D. and James B. Williams, who have been nominated to
stand for reelection as directors at the Annual Meeting in 2001 for terms
expiring in 2004. In addition to the 7 nominees, there are 8 other directors
continuing to serve on the Board of Directors, whose terms expire in 2002 and
2003. Richard G. Tilghman retired as a director on December 31, 2000 and Frank
E. McCarthy passed away on February 26, 2001. THE BOARD OF DIRECTORS RECOMMENDS
THAT SHAREHOLDERS VOTE IN FAVOR OF ALL OF THE NOMINEES.
The proxy solicited hereby cannot be voted for the election of a person to
fill a directorship for which no nominee is named in this Proxy Statement. If,
at the time of the Annual Meeting of Shareholders, any of the nominees named in
the enclosed proxy should be unable or decline to serve as a director, the
proxies are authorized to be voted for such substitute nominee or nominees as
the Board of Directors recommends. The Board of Directors has no reason to
believe that any nominee will be unable or decline to serve as a director.
Nominations for election to the Board of Directors may be made by any
shareholder entitled to vote for the election of directors. In accordance with
the Bylaws, nominations shall specify the class (term) of directors to which
each person is nominated, shall be made in writing and shall be delivered or
mailed to the Company's Chairman of the Board not later than March 19, 2001. Any
such nomination shall contain the following information: (i) the name and
address of the proposed nominee; (ii) the principal occupation of the
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proposed nominee; (iii) the total number of shares of issued and outstanding
$1.00 par value per share common stock of the Company ("Company Common Stock")
that, to the knowledge of the nominating shareholder, will be voted for the
proposed nominee; (iv) the name and residence address of each nominating
shareholder; (v) the number of shares of Company Common Stock owned by the
nominating shareholder; (vi) the total number of shares of Company Common Stock
that, to the knowledge of the nominating shareholder, are owned by the proposed
nominee; and (vii) the signed consent of the proposed nominee to serve, if
elected.
The following table sets forth for each nominee and each director whose
term continues after the meeting, his or her age, the number of shares of
Company Common Stock beneficially owned by such person on December 31, 2000, a
brief description of his or her principal occupation and business experience
during the last 5 years, certain other directorships held and how long he or she
has been a director of the Company.
SHARES OF
DIRECTOR COMPANY
NAME, PRINCIPAL OCCUPATION, CERTAIN OTHER DIRECTORSHIPS AND AGE SINCE COMMON STOCK(1)
- --------------------------------------------------------------- -------- ---------------
NOMINEE FOR TERM EXPIRING IN 2002
PATRICIA C. FRIST is a partner in Frist Capital Partners, which 2000 2,500(2)
invests in equities, real estate and venture capital. Mrs.
Frist is also President of Frisco, Inc., an investment
corporation, as well as President of the Patricia C. Frist
and Thomas F. Frist, Jr. Foundation. Mrs. Frist is 61.
NOMINEE FOR TERM EXPIRING IN 2003
DOUGLAS N. DAFT is the Chairman of the Board and Chief 2000 5,000(3)
Executive Officer of The Coca-Cola Company. Mr. Daft served
as President and Chief Operating Officer of The Coca-Cola
Company from December 1999 until elected to his current
positions on February 17, 2000. He previously served as
Senior Vice President of The Coca-Cola Company from 1991
until December 1999, and as President of the Middle and Far
East Group from January 1995 until October 1999 when he was
given expanded responsibilities for the Middle and Far East
Group, the Africa Group, the Schweppes Beverages Division and
the Japan Division. Mr. Daft is 57.
NOMINEES FOR TERM EXPIRING IN 2004
SUMMERFIELD K. JOHNSTON, JR. is Chairman of the Board and Chief 1997 206,780(4)
Executive Officer of Coca-Cola Enterprises Inc., a producer
and distributor of products of The Coca-Cola Company and
other liquid non-alcoholic refreshment products. He served as
Chief Executive Officer of Coca-Cola Enterprises Inc. until
1998, and reassumed this position in January 2000. Mr.
Johnston is 68.
LARRY L. PRINCE is Chairman of the Board and Chief Executive 1996 508,000(5)
Officer of Genuine Parts Company, a service organization
engaged in the distribution of automotive replacement parts,
industrial replacement parts and office products. Mr. Prince
is also a director of Crawford & Co., Equifax Inc. and John
H. Harland Co. Mr. Prince is 62.
R. RANDALL ROLLINS is Chairman of the Board and Chief Executive 1995 63,986(6)
Officer of Rollins, Inc., a consumer services company. He is
also Chairman of the Board and Chief Executive Officer of
RPC, Inc., an oil and gas field services and boat
manufacturing company, and a director of Dover Downs
Entertainment, Inc. Mr. Rollins is 69.
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SHARES OF
DIRECTOR COMPANY
NAME, PRINCIPAL OCCUPATION, CERTAIN OTHER DIRECTORSHIPS AND AGE SINCE COMMON STOCK(1)
- --------------------------------------------------------------- -------- ---------------
FRANK S. ROYAL, M.D. is President and a member of Frank S. 1998 5,978(7)
Royal, M.D., P.C. (family medicine). Dr. Royal is a director
of Chesapeake Corporation, Columbia/HCA Healthcare
Corporation, CSX Corporation and Dominion Resources, Inc. Dr.
Royal became a director of the Company when Crestar Financial
Corporation was acquired by the Company in December 1998. Dr.
Royal is 61.
JAMES B. WILLIAMS is Chairman of the Executive Committee of the 1984 2,292,402(8)
Board of Directors of the Company. Prior to March 1998, he
was Chairman of the Board of Directors and Chief Executive
Officer of the Company. He is also a director of The
Coca-Cola Company, Genuine Parts Company, Georgia-Pacific
Corporation, Rollins, Inc. and RPC, Inc. Mr. Williams is 67.
DIRECTORS WHOSE TERMS EXPIRE IN 2003
J. HYATT BROWN is Chairman of the Board, President and Chief 1984 52,000(9)
Executive Officer of Brown & Brown, Inc., an insurance
agency. He is also a director of BellSouth Corporation, FPL
Group, Inc., International Speedway Corporation, SCPIE
Holdings Inc. and Rock-Tenn Company. Mr. Brown is 63.
ALSTON D. CORRELL is Chairman of the Board and Chief Executive 1997 16,201(10)
Officer of Georgia-Pacific Corporation, a manufacturer and
distributor of pulp, paper and building products. He is also
a director of Mirant Corporation and Norfolk Southern Corp.
Mr. Correll is 59.
DAVID H. HUGHES is Chairman of the Board and Chief Executive 1984 50,240(11)
Officer of Hughes Supply, Inc., a distributor of construction
materials. He is also a director of Brown & Brown, Inc. and
Lanier Worldwide, Inc. Mr. Hughes is 57.
G. GILMER MINOR, III is Chairman of the Board and Chief 1998 9,658(12)
Executive Officer of Owens & Minor, Inc., a national
distributor of hospital and medical supplies. Mr. Minor was
named Chairman of Owens & Minor, Inc. in May 1994 and also
serves as a director. He became a director of the Company
when Crestar Financial Corporation was acquired by the
Company in December 1998. Mr. Minor is 60.
DIRECTORS WHOSE TERMS EXPIRE IN 2002
A. W. DAHLBERG is Chairman of the Board and Chief Executive 1996 5,000(13)
Officer of The Southern Company, an investor-owned electric
utility group. He will retire as Chief Executive Officer of
The Southern Company on March 1, 2001 and as Chairman of the
Board in April 2001 and will remain Chairman of the Board of
Mirant Corporation. He will serve as a director of The
Southern Company until April 1, 2001, and also serves as a
director of Equifax Inc. and Protective Life Corporation. Mr.
Dahlberg is 60.
L. PHILLIP HUMANN is Chairman of the Board, President and Chief 1991 577,712(14)
Executive Officer of the Company. He is a director of
Coca-Cola Enterprises Inc., Equifax Inc. and Haverty
Furniture Companies, Inc. Mr. Humann is 55.
M. DOUGLAS IVESTER retired as Chairman of the Board and Chief 1998 32,000(15)
Executive Officer of The Coca-Cola Company on February 17,
2000. He served as President and Chief Operating Officer of
The Coca-Cola Company from July 1994 until elected Chairman
of the Board and Chief Executive Officer in October 1997. He
is a director of Georgia-Pacific Corporation. Mr. Ivester is
53.
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SHARES OF
DIRECTOR COMPANY
NAME, PRINCIPAL OCCUPATION, CERTAIN OTHER DIRECTORSHIPS AND AGE SINCE COMMON STOCK(1)
- --------------------------------------------------------------- -------- ---------------
JOSEPH L. LANIER, JR. is Chairman of the Board and Chief 1984 19,600(16)
Executive Officer of Dan River, Inc., a textile manufacturing
company. He is also a director of Dimon, Inc., Flowers
Industries, Inc., Torchmark Corporation and Waddell & Reed
Financial, Inc. Mr. Lanier is 69.
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(1) Company Common Stock beneficially owned as of December 31, 2000. As of such
date, no nominee or director was a beneficial owner of more than 1% of the
outstanding shares of Company Common Stock. Except as otherwise indicated,
each director possessed sole voting and investment power with respect to
all shares set forth opposite his or her name.
(2) Includes 2,000 shares that are the subject of exercisable stock options.
(3) Includes 2,000 shares that are the subject of exercisable stock options.
Does not include 556 shares of Common Stock equivalents credited to Mr.
Daft's stock account under the Company's Directors Deferred Compensation
Plan.
(4) Includes 2,000 shares that are the subject of exercisable stock options.
Mr. Johnston shares voting and investment power with respect to 48,000
shares. Mr. Johnston disclaims beneficial ownership of 3,036 shares. Does
not include 3,060 shares of Common Stock equivalents credited to Mr.
Johnston's stock account under the Company's Directors Deferred
Compensation Plan.
(5) Includes 2,000 shares that are the subject of exercisable stock options.
Includes 504,000 shares held by two foundations of which Mr. Prince is a
trustee. Does not include 5,122 shares of Common Stock equivalents credited
to Mr. Prince's stock account under the Company's Directors Deferred
Compensation Plan.
(6) Includes 2,000 shares that are the subject of exercisable stock options.
Mr. Rollins shares voting and investment power with respect to 20,168
shares.
(7) Includes 2,000 shares that are the subject of exercisable stock options.
Does not include 1,714 shares of Common Stock equivalents credited to Dr.
Royal's account under Crestar's Directors' Equity Program.
(8) Includes 202,000 shares that are the subject of exercisable stock options.
Also includes 1,110,346 shares held by three foundations of which Mr.
Williams is one of a number of Trustees; Mr. Williams disclaims beneficial
ownership of all such shares. Mr. Williams shares investment power with
respect to 194,328 shares. Does not include 18,046 shares of Common Stock
equivalents credited to Mr. Williams' stock account under the Company's
401(k) Excess Plan.
(9) Includes 2,000 shares that are the subject of exercisable stock options.
(10) Includes 2,000 shares that are the subject of exercisable stock options.
Does not include 3,680 shares of Common Stock equivalents credited to Mr.
Correll's stock account under the Company's Directors Deferred Compensation
Plan.
(11) Includes 2,000 shares that are the subject of exercisable stock options.
(12) Includes 2,000 shares that are the subject of exercisable stock options.
Does not include 1,490 shares of Common Stock equivalents credited to Mr.
Minor's account under Crestar's Directors' Equity Program.
(13) Includes 2,000 shares that are the subject of exercisable stock options.
Does not include 3,863 shares of Common Stock equivalents credited to Mr.
Dahlberg's stock account under the Company's Directors Deferred
Compensation Plan.
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(14) Includes 25,651 shares held for the benefit of Mr. Humann under the
Company's 401(k) Plan. Mr. Humann shares investment power with respect to
151,553 shares. Does not include 7,261 shares of Common Stock equivalents
credited to Mr. Humann's stock account under the Company's 401(k) Excess
Plan. Includes 140,000 shares of Common Stock equivalents granted in
exchange for restricted stock.
(15) Includes 2,000 shares that are the subject of exercisable stock options.
Does not include 2,775 shares of Common Stock equivalents credited to Mr.
Ivester's stock account under the Company's Directors Deferred Compensation
Plan.
(16) Includes 2,000 shares that are the subject of exercisable stock options.
Mr. Lanier disclaims beneficial ownership of 4,000 shares. Does not include
2,068 shares of Common Stock equivalents credited to Mr. Lanier's stock
account under the Company's Directors Deferred Compensation Plan.
PRINCIPAL SHAREHOLDER AND MANAGEMENT STOCK OWNERSHIP
The following sets forth certain information concerning persons known to
the Company who may be considered a beneficial owner of more than 5% of the
outstanding shares of Company Common Stock as of January 1, 2001.
SHARES PERCENT
NAME AND ADDRESS BENEFICIALLY OWNED OF CLASS
- ---------------- ------------------ --------
SunTrust Bank............................................... 40,707,367(1)(2) 13.74%
303 Peachtree St., N.E.
Atlanta, Georgia 30308
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(1) The shares shown were held by SunTrust Bank, a subsidiary of the Company, in
various fiduciary or agency capacities. SunTrust Bank had sole voting power
with respect to 21,146,390 of such shares and it shared voting power with
respect to 1,273,079 of such shares, not including shares referred to in
Note 2 below. SunTrust Bank had sole investment power with respect to
13,729,654 of the total shares set forth above and it shared investment
power with respect to 7,874,669 of such shares, not including the shares
referred to in Note 2 below. The Company and SunTrust Bank disclaim any
beneficial interest in any of such shares.
(2) Includes 16,617,242 shares held by SunTrust Bank as Trustee under the
Company's 401(k) Plan. Shares of Company Common Stock allocated to a
participant's account are voted by the Trustee in accordance with
instructions from such participant. Shares for which there are no
instructions from participants are not voted.
The following table sets forth the number of shares of Company Common Stock
beneficially owned on December 31, 2000 by certain executive officers of the
Company and by all directors and executive officers of the Company as a group
(33 persons) and the percentage of the Company's outstanding shares owned by
such group.
BENEFICIAL OWNER SHARES BENEFICIALLY OWNED(1) PERCENT OF CLASS(2)
- ---------------- ---------------------------- -------------------
John W. Clay, Jr..................................... 112,565
Theodore J. Hoepner.................................. 169,883
John W. Spiegel...................................... 231,951
James M. Wells III................................... 324,649
All Directors and Executive Officers as a Group...... 5,656,768 1.91%
- ---------------
(1) Includes the following shares subject to exercisable stock options: Mr.
Clay, 15,800 shares; Mr. Hoepner, 19,800 shares; Mr. Spiegel, 19,800 shares;
Mr. Wells, 231,063 shares; all other executive officers, 202,033 shares.
Does not include the following common stock equivalents granted in exchange
for restricted stock:
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Mr. Clay, 40,000 shares; Mr. Hoepner, 72,000 shares; Mr. Spiegel, 84,000
shares; all other executive officers, 410,000 shares.
(2) Outstanding shares represent the 296,266,329 shares of Company Common Stock
outstanding on December 31, 2000, increased by the 202,033 shares subject to
employee stock options referred to in Note 1. No executive officer owns 1%
or more of the outstanding shares of Company Common Stock.
BOARD COMMITTEES, ATTENDANCE AND COMPENSATION
The Company's Board of Directors has 3 standing committees -- the Executive
Committee, the Audit Committee and the Compensation Committee. The Executive
Committee serves as the Nominating Committee. Regular meetings of the Board are
held quarterly. The Executive Committee has and may exercise all the lawful
authority of the full Board of Directors, except that the committee may not (1)
approve, or propose to the shareholders, any action that lawfully must be
approved by the shareholders, (2) fill vacancies on the Board of Directors or
any of its committees, (3) amend the Articles of Incorporation, or adopt, amend,
or repeal the Bylaws of the Company, or (4) approve a dissolution or merger of
the Company or the sale of all or substantially all of the assets of the
Company. The Executive Committee serves as the Nominating Committee and may make
recommendations to the Board with respect to the size and composition of the
Board, reviews the qualifications of potential candidates and recommends
nominees to the Board. The current members of the Executive Committee are Mr.
Williams, Mr. Brown, Mr. Daft, Mr. Humann, Mr. Ivester and Mr. Johnston. The
Executive Committee held 5 meetings during 2000.
The Audit Committee has the responsibility of recommending the independent
auditors; reviewing the annual plans of the independent auditors; approving the
annual financial statements; reviewing regulatory reports; and reviewing the
annual plan for the internal audit department, as well as a summary report of
such department's findings and recommendations. The Audit Committee operates
under a written charter, approved by the Board of Directors, which is attached
to this Proxy Statement as Exhibit A. The current members of the Audit Committee
are Mr. Hughes, Mrs. Frist, Mr. Prince, Mr. Rollins and Dr. Royal. All members
of the Audit Committee are independent, as defined by the Rules of the New York
Stock Exchange, where the Company's Common Stock is listed. The Audit Committee
held 4 meetings during 2000.
The Compensation Committee is responsible for approving the compensation
arrangements for senior management. It is also responsible for the oversight or
administration of certain employee benefit plans, including the Stock Incentive
Plans, Management Incentive Plan, Performance Unit Plan, 401(k) Excess Plan,
Performance Bonus Plan, Supplemental Executive Retirement Plan and ERISA Excess
Retirement Plan. The current members of the Compensation Committee are Mr.
Lanier, Mr. Correll, Mr. Dahlberg and Mr. Minor. The Compensation Committee held
5 meetings during 2000.
During 2000, the Board of Directors held 5 meetings. All the Company's
directors attended at least 75% of the Board meetings and meetings of committees
on which they served. Each director who is not also an employee of the Company
or its subsidiaries received an annual retainer of $45,000 in 2000 and was paid
a fee of $1,500 for each Board or committee meeting attended. Directors also
received a grant of 2,000 non-qualified stock options which vested immediately
and have a 10 year term. Directors serving as directors of the Company's
subsidiaries only receive meeting attendance fees for service on those Boards.
Directors may defer fees payable to them under the Company's Directors Deferred
Compensation Plan. The return on such deferred amount is determined, at the
election of the director, as if such funds had been invested in Company Common
Stock or at a floating interest rate equal to the prime interest rate in effect
at SunTrust Bank computed on a quarterly basis.
Mr. Williams, the former Chairman of the Board and Chief Executive Officer
of the Company who retired on March 21, 1998, is serving as a non-employee
director of the Company and Chairman of the Executive Committee. Mr. Williams
has been provided with an office, office equipment and supplies, general
secretarial support, a Company car and parking space, reimbursement of country
club fees and assessments, and use of the Company airplane to and from Board and
committee meetings and when representing the Company at national, corporate,
community and civic events. Tax and estate planning services and security
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system monitoring for his homes are also provided. Any tax liability as a result
of this support, except for director's fees, will be fully grossed-up by the
Company.
CRESTAR DIRECTORS' DEFERRED BENEFITS
Mr. Minor and Dr. Royal, both former Crestar directors who are now
directors of the Company, receive compensation consistent with Company
directors' compensation. They also participate in a Crestar directors' program
providing deferred benefits based on 1996 director awards plus their prior
elective deferrals of Crestar retainers. These benefits are calculated in Common
Stock equivalents and paid, after their directorship ends, in whole shares of
Company Common Stock, with cash for any fractional share.
EXECUTIVE COMPENSATION AND OTHER INFORMATION
EXECUTIVE OFFICERS
Executive officers are elected annually by the Board following the Annual
Meeting of Shareholders to serve for a 1 year term and until their successors
are elected and qualified. The following table sets forth the name of each
executive officer of the Company and the principal positions and offices he
holds with the Company. Unless otherwise indicated, each of these officers has
served as an executive officer of the Company or a principal subsidiary for at
least 5 years.
NAME INFORMATION ABOUT EXECUTIVE OFFICERS
- ---- ------------------------------------
L. Phillip Humann.................... Chairman of the Board, Chief Executive Officer and President of the
Company.
John W. Clay, Jr..................... A Vice Chairman of the Company since August 2000 with management
oversight of SunTrust Bank and responsibility for corporate and
investment banking. From 1997 until August 2000 he was an
Executive Vice President of the Company. Prior to 1997, he was
Chief Executive Officer of the Company's Tennessee banking
operations. Mr. Clay is 59.
Theodore J. Hoepner.................. A Vice Chairman of the Company since August 2000 with responsibility
for the Company's technology and operations functions, asset
quality, efficiency and quality initiatives, Human Resources and
Legal and Regulatory Affairs. From 1997 until August 2000 he was
an Executive Vice President of the Company, with responsibility
for the Company's Florida banking operations, SunTrust Service
Corporation, Human Resources and efficiency and quality
initiatives. Mr. Hoepner is 59.
John W. Spiegel...................... A Vice Chairman of the Company since August 2000 with responsibility
for the Company's finance-related functions. Mr. Spiegel is also
Chief Financial Officer, a position he has held for more than 5
years. Prior to August 2000 he was an Executive Vice President of
the Company. Mr. Spiegel is 59.
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NAME INFORMATION ABOUT EXECUTIVE OFFICERS
- ---- ------------------------------------
James M. Wells III................... A Vice Chairman of the Company since August 2000 with
responsibility for oversight of the Company's commercial,
retail, mortgage and private client services lines of
business. He also has senior executive responsibility for
the Company's marketing and corporate strategy units, as
well as product management. From January 2000 to August
2000 Mr. Wells served as President and Chief Executive
Officer of the Company's Mid-Atlantic region. From 1997 to
January 2000 he served as President and Chief Operating
Officer of Crestar Financial Corporation and Crestar Bank.
Mr. Wells is 54.
COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION
INTRODUCTION
Decisions regarding the compensation of the Company's executives are made
by the Compensation Committee of the Board (the "Committee"). Each member of the
Committee is a non-employee director. The Committee believes that the actions of
each executive officer have the potential to impact the short-term and long-term
profitability of the Company. Consequently, the Committee places considerable
importance on its oversight of the design and administration of an executive
compensation program.
OBJECTIVES OF EXECUTIVE COMPENSATION
The objectives of the Company's executive compensation programs are to: (1)
increase shareholder value, (2) improve the overall performance of the Company,
(3) increase the success of the business unit directly impacted by the
executive's leadership and performance, and (4) enhance the performance of the
individual executive.
COMPENSATION PHILOSOPHY
The general philosophy underlying the Company's executive compensation
programs is designed to:
- Aid the Company in attracting, retaining and motivating high-performing
executives.
- Provide competitive levels of compensation commensurate with the
achievement of the Company's annual and long-term performance goals.
- Reward superior corporate and individual performance.
Executive compensation programs are reviewed and evaluated relative to
those of the Company's peer group. However, the Company places greater emphasis
on programs that provide incentive compensation rewards that are closely linked
to the Company's performance. The peer group includes superregional banks such
as Bank of America Corporation, Bank One Corp., First Union Corporation,
FleetBoston Financial Corp., KeyCorp, Mellon Financial Corp., Northern Trust
Corp., PNC Financial Services Group, Inc., Wachovia Corporation and Wells Fargo
& Company. For senior executives, base salaries are targeted toward the
conservative end of the competitive range compared to the peer group. Variable
compensation opportunity closely aligned with strategic business objectives and
linked to corporate performance represents a significant part of the total
compensation package. Thus, depending on the Company's performance in any
particular year, an executive officer may receive compensation above or below
the levels of pay for similarly situated executives within the peer group.
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COMPONENTS OF EXECUTIVE COMPENSATION
The three primary components of executive compensation are:
- Base Salary
- Cash Incentive Plans
- Stock Incentive Plans
BASE SALARY
Base salary is designed to provide reasonable levels of compensation to
executives while helping the Company manage fixed labor expense. Therefore, the
Committee believes that executive officer base salaries should be at the
conservative end of a market-competitive range. Salaries for top executives are
reviewed annually and are based on:
- Job scope and responsibilities.
- Corporate, business unit, and individual performance (performance
measures may include but are not limited to net income, earnings per
share, return on assets, return on equity, growth, achievement of
specific goals, etc.).
- Competitive salaries for similar positions.
- Length of service.
- Subjective factors.
CASH INCENTIVE PLANS
The Company maintains two cash incentive plans:
- The Management Incentive Plan, which focuses on annual performance goal
attainment.
- The Performance Unit Plan, which focuses on performance over a 3 year
period.
These variable compensation plans are designed so that: (1) the executive
receives a bonus only if the Company or applicable subsidiary or business unit
achieves specified performance objectives, and (2) a significant portion of the
executive's total compensation is at risk.
Management Incentive Plan
The Management Incentive Plan (MIP) is a 1 year plan designed to support
the Company's strategic business objectives, promote the attainment of profit
plans and revenue goals, reward achievement of individual performance objectives
and encourage teamwork. Performance measures were changed for the 2000 plan year
to better support the Company's new operating model. Financial and non-financial
performance measures are established for each participant and assigned a
weighting factor. For each performance measure target, threshold and maximum
performance benchmarks are developed. These performance measures and performance
benchmarks are set for a 1 year period and are aimed at increasing short-term
performance results. Each participant is assigned a target incentive award
opportunity expressed as a percentage of the participant's base wages.
Achievement of target performance benchmarks for each performance measure
produces a target incentive award payment. Performance results between the
threshold performance benchmarks and target performance benchmarks produce an
award less than the target award opportunity percentage. Performance results
above the target performance benchmarks produce an award greater than the target
award opportunity percentage. Maximum performance benchmarks are set at a level
reflective of very ambitious earnings goals which can only be attained when
business results are exceptional, thus, justifying the higher award payments.
The net earnings performance benchmarks were adjusted in 2000 to exclude
expenses related to the acquisition of Crestar.
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Participation in MIP is limited to a group of key employees who have a
material impact on Company performance. The participants are selected by the
Committee and include the executive officers named in this Proxy Statement and
approximately 600 other key employees at different levels of participation.
Awards earned under MIP are contingent upon employment with the Company through
the end of the year, except for payments made in the event of death, retirement,
disability, or in the event of a change in control. These payouts are set forth
in the Summary Compensation Table under the heading "Bonus".
Performance Unit Plan
The purpose of the Performance Unit Plan ("PUP") is to promote the
long-term interests of the Company and its shareholders and to motivate, retain
and reward those executives who contribute significantly to the Company's
financial performance. Participation in this plan is limited to a select group
of executive management who have significant impact upon the long-term growth
and profitability of the Company. Approximately 220 executives were designated
by the Committee for participation in the plan. Each participant is awarded a
number of performance units, based upon the level of position held within the
Company and individual performance, with an initial value of $30.00 per unit.
The final value of a unit is determined at the conclusion of the 3 year
performance cycle. Two performance measurements are set for each 3 year
performance cycle which correspond to a minimum, target, and maximum unit value.
These performance measurements are: (1) a 3 year cumulative consolidated net
income goal, and (2) a 3 year cumulative earnings per share goal. At the end of
each performance cycle, the payout value is determined by actual net income and
earnings per share for the 3 year period. The measurement which yields the
highest unit value is the one that is used. This method was employed due to the
Company's share purchase program and the desire not to penalize executives for
this strategy. Straight line interpolation is used to calculate payout values
between minimum, target, and maximum levels. In 2000, the targets were adjusted
to exclude expenses related to the acquisition of Crestar. These payouts are set
forth in the Summary Compensation Table under the heading "LTIP Payouts."
STOCK INCENTIVE PLANS
One of the Committee's priorities is to encourage executives to be
significant shareholders to better ensure that the interests of executives are
closely aligned with the interests of shareholders. The Company's executive
officers have a significant equity stake in the Company, as reflected in the
beneficial ownership information contained in this Proxy Statement.
2000 Stock Plan
The 2000 Stock Plan (the "2000 Stock Plan") was adopted by the Board in
February 2000, and approved by the shareholders at the 2000 Annual Meeting. The
2000 Stock Plan provides for grants of options to purchase Company Common Stock,
awards of restricted shares of Company Common Stock (which may be subject to
both grant and forfeiture conditions), and grants of stock appreciation rights
("SARs"). There are 14,000,000 shares of Company Common Stock reserved for use
under the 2000 Stock Plan, of which 4,000,000 may, but need not be, granted as
restricted stock. The 2000 Stock Plan is administered by the Committee, which
has the sole authority to grant options, SARs and restricted stock. The 2000
Stock Plan has been used by the Committee to make stock-based incentives
important factors in attracting, retaining, and rewarding employees and to
closely align employee interests with those of the Company's shareholders.
Competitive grants of non-qualified stock options and incentive stock options
were made to key employees in 2000. The grants to the 5 named executive officers
are presented in the Option Grants During Year Ended December 31, 2000 table.
1995 Stock Plan
The 1995 Executive Stock Plan (the "1995 Stock Plan") was designed to use
stock-based incentives to focus executives and other eligible participants on
long-term performance of the Company and to attract and retain qualified
employees. No further grants will be made under the 1995 Stock Plan.
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Performance based restricted stock ("Performance Stock") is a stock based
incentive vehicle made available to executives under the 1995 Stock Plan.
Performance Stock grants were made in 1996. Awards of Performance Stock occur as
the stock price increases in increments of 20% over the grant date value. For
each 20% increase in stock price, 20% of the shares granted are "awarded" to the
participant. Eighty percent of the shares granted in 1996 have been awarded
because the stock price had increased 80%. To receive the remaining awards under
the 1996 grant, the price of the stock must double from the price on the grant
date to $91.10 per share. Performance Stock that is awarded is held in escrow by
the Company, but executives receive dividends and voting rights on all shares
awarded to them. Most of the awarded shares are distributed on the earliest of
the following dates: (i) 15 years after the date shares are awarded; (ii) when a
participant turns 64; (iii) in the event of death or disability of a
participant; or (iv) in the event of a change in control of the Company.
However, in 1998 certain Performance Stock agreements were amended to provide
that approximately 40% of all Performance Stock granted became fully vested on
February 10, 2000 and were no longer subject to the service and forfeiture
conditions. There have been no grants of Performance Stock since 1996.
401(k) Plan Matching Contributions
The Company matches a percentage of eligible employee contributions to the
Company's qualified 401(k) Plan after the employee has completed one year of
service with the Company. The matching contributions are made in Company Common
Stock.
401(k) Excess Plan
The Company also maintains an unfunded non-qualified 401(k) Excess Plan to
provide benefits for certain participants that would have otherwise been
provided under the 401(k) Plan except for the imposition of certain statutory
limits on benefits that may be provided under qualified plans. Under the 401(k)
Excess Plan, the Company credits to an account for each participant an amount
equal to the contribution to the 401(k) Plan that otherwise would have been made
but for statutory limitations on participant contributions. Amounts credited to
a participant's account generally provide phantom investment choices similar to
those allowed under the 401(k) Plan except that participants may not elect
Company Common Stock. The amounts the Company contributed to the 401(k) Plan and
the 401(k) Excess Plan on behalf of the 5 named executive officers are included
in the amounts shown in the Summary Compensation Table under the heading "All
Other Compensation."
SECTION 162(M)
Section 162(m) of the Internal Revenue Code of 1986, as amended ("Section
162(m)"), provides that compensation in excess of $1 million paid for any year
to a corporation's chief executive officer and the 4 other highest paid
executive officers at the end of such year ("Covered Employees") will not be
deductible for federal income tax purposes unless certain conditions are met.
One such condition is that the compensation qualify as "performance-based
compensation." In addition to other requirements for qualification as
performance-based compensation, shareholders must be advised of and must approve
the material terms of the performance goals under which compensation is to be
paid, and under certain conditions, must reapprove the material terms of the
performance goals every 5 years. The Company intends that awards to Covered
Employees under the MIP, PUP and the 2000 Stock Plan qualify as
performance-based compensation within the meaning of Section 162(m). On February
8, 2000, the Board of Directors of the Company approved the 2000 Stock Plan and
certain amendments to MIP and PUP which were designed to ensure that, to the
extent possible, awards payable under the 2000 Stock Plan, MIP and PUP would be
fully deductible by the Company for purposes of Section 162(m). At the 2000
Annual Meeting, the Company's shareholders approved the material terms of the
performance goals under which compensation is paid under the 2000 Stock Plan,
MIP and PUP.
CHIEF EXECUTIVE OFFICER COMPENSATION
The executive compensation policy described above is applied in setting Mr.
Humann's compensation. Mr. Humann participates in the same executive
compensation plans available to other executive officers. His
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2000 cash compensation was $1,108,750. Thirty-seven percent of this amount was
earned in performance-driven incentives. Mr. Humann had a base salary of
$808,750. In keeping with the Committee's desire for the Chief Executive Officer
to maintain a long-term focus for the Company, much of Mr. Humann's variable
compensation is provided through PUP. Mr. Humann earned a PUP award of $300,000
for the 1998-00 PUP cycle. This represented a payout at the target unit value of
$30.00 and is the result of the Company achieving the cumulative earnings per
share target that was set by the Committee prior to the start of the 1998-00
cycle. In addition, Mr. Humann was granted a non-qualified stock option for
150,000 shares of Company Common Stock.
SUMMARY
The Committee believes that this mix of conservative market-based salaries,
potentially significant variable cash incentives for both long-term and
short-term performance and the potential for equity ownership in the Company
represents a balance that will motivate the management team to continue to
produce strong returns. The Committee further believes this program strikes an
appropriate balance between the interests and needs of the Company in operating
its business and appropriate rewards based on shareholder value creation.
Submitted by the Compensation Committee of the Company's Board of
Directors.
Joseph L. Lanier, Jr., Chairman
Alston D. Correll
A. W. Dahlberg
G. Gilmer Minor, III
AUDIT COMMITTEE REPORT
The Audit Committee has reviewed and discussed the audited financial
statements for the year ended December 31, 2000 with management and the
independent auditors, Arthur Andersen LLP. Management represented to the Audit
Committee that the Company's consolidated financial statements were prepared in
accordance with generally accepted accounting principles, and the Audit
Committee has reviewed and discussed the consolidated financial statements with
management and the independent accountants. The discussions with Arthur Andersen
LLP also included the matters required by Statement on Auditing Standards No. 61
(Communication with Audit Committees).
Arthur Andersen LLP provided to the Audit Committee the written disclosures
and the letter regarding its independence as required by Independence Standards
Board Standard No. 1 (Independence Discussions with Audit Committees). This
information was discussed with Arthur Andersen LLP.
Based on the discussions with management and Arthur Andersen LLP, the Audit
Committee's review of the representations of management and the report of Arthur
Andersen LLP, the Audit Committee recommended to the Board of Directors that the
audited consolidated financial statements be included in the Company's Annual
Report on Form 10-K to be filed with the Securities and Exchange Commission for
the year ended December 31, 2000.
Submitted by the Audit Committee of the Company's Board of Directors.
David H. Hughes, Chairman
Patricia C. Frist
Larry L. Prince
R. Randall Rollins
Frank S. Royal, M.D.
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ARTHUR ANDERSEN LLP'S FEES
AUDIT FEES
Arthur Andersen LLP billed the Company an aggregate of $1,681,500 for
professional services rendered for the audit of the Company's annual financial
statements for the year ended December 31, 2000 and for the review of the
financial statements included in the Company's Forms 10-Q for 2000.
FINANCIAL INFORMATION SYSTEMS DESIGN AND IMPLEMENTATION FEES
No fees were earned by Arthur Andersen LLP for any information technology
services (of the type described in Rule 2-01(c)(4)(ii)(B) of Regulation S-X)
during 2000.
ALL OTHER FEES
Arthur Andersen LLP billed the Company an aggregate of $1,370,936 for all
services rendered by Arthur Andersen LLP to the Company during 2000 other than
the audit and information technology services described above.
The Audit Committee of the Board of Directors has considered whether the
provision of the information technology services and other services covered in
the two previous paragraphs are compatible with maintaining Arthur Andersen
LLP's independence.
Arthur Andersen LLP has been selected as auditors of the Company for 2001.
Representatives of Arthur Andersen LLP will be present at the Annual Meeting and
will be given the opportunity to make a statement, if they desire, and to
respond to questions.
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SHAREHOLDER RETURN
Set forth below is a line graph comparing the yearly percentage change in
the cumulative total shareholder return on the Company Common Stock against the
cumulative total return of the S&P Composite-500 Stock Index and the S&P Major
Regional Bank Composite Index for the 5 years commencing December 31, 1995 and
ended December 31, 2000.
S & P BANKS (MAJOR
SUNTRUST BANKS, INC. S & P 500 REGIONAL)
-------------------- --------- ------------------
12/95 100.00 100.00 100.00
12/96 146.78 122.96 136.64
12/97 216.10 163.98 205.46
12/98 234.98 210.84 227.01
12/99 215.78 255.22 194.78
12/00 203.17 231.98 249.38
* Assumes that the value of the investment in Company Common Stock and each
index was $100 on December 31, 1995 and that all dividends were reinvested.
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SUMMARY OF CASH AND CERTAIN OTHER COMPENSATION
The following table shows, for the fiscal years ending December 31, 1998,
1999 and 2000, the cash compensation paid by the Company and its subsidiaries,
as well as certain other compensation paid, accrued or granted for those years,
to each of the 5 most highly compensated executive officers of the Company.
SUMMARY COMPENSATION TABLE
LONG-TERM COMPENSATION
------------------------------------
ANNUAL COMPENSATION AWARDS PAYOUTS
------------------------------- ----------------------- ----------
OTHER SECURITIES ALL
ANNUAL RESTRICTED UNDER- OTHER
NAME AND PRINCIPAL COMPEN- STOCK LYING LTIP COMPEN-
POSITION YEAR SALARY BONUS SATION AWARD(1) OPTIONS PAYOUTS SATION(2)
- ------------------ ---- -------- -------- ------- ---------- ---------- ---------- ---------
L. Phillip Humann....... 2000 $808,750 $ -- $ 8,775 -- 150,000 $ 300,000 $30,506
Chairman of the Board, 1999 700,000 525,510 14,240 -- 75,000 600,000 30,195
President and Chief 1998 590,000 351,553 4,420 -- -- 600,000 22,002
Executive Officer
James M. Wells III...... 2000 570,833 315,000(3) 5,676 -- 90,000 -- 55,390
Vice Chairman 1999 505,759(3) 300,000(3) -- -- 15,000 -- 41,897
1998 500,000(4) 418,400(5) -- 2,295,000(6) 118,128(7) 1,568,818(8) 64,995
John W. Spiegel......... 2000 478,750 -- 2,814 -- 50,000 180,000 17,955
Vice Chairman 1999 455,000 273,265 5,853 -- 15,000 360,000 21,709
and Chief Financial
Officer 1998 425,000 253,237 -- -- -- 360,000 17,020
Theodore J. Hoepner..... 2000 409,487 -- 14,968 -- 50,000 138,000 15,834
Vice Chairman 1999 365,000 182,659 -- -- 15,000 276,000 17,316
1998 340,000 129,393 -- -- -- 276,000 13,725
John W. Clay, Jr........ 2000 408,750 -- 2,398 -- 50,000 138,000 15,113
Vice Chairman 1999 360,000 180,157 9,057 -- 15,000 276,000 16,606
1998 320,000 121,782 3,506 -- -- 276,000 12,876
- ---------------
(1) Performance-based restricted stock ("Performance Stock") is held by certain
of the executive officers listed above, under the Company's 1986 Stock Plan
and the 1995 Stock Plan. Three events must occur with respect to the
Performance Stock set forth above before the executive takes full title to
the Performance Stock. Shares generally are granted, awarded, become vested
and finally are distributed. After Performance Stock is granted by the
Compensation Committee, 20% increments are awarded if and when there are
comparable 20% increases in the average price of the Company's Common Stock
from the initial price at the time of grant. Most of the awarded shares vest
and are distributed on the earliest of the following dates: (i) 15 years
after the date shares are awarded to participants; (ii) at attaining age 64;
(iii) in the event of the death or disability of a participant; or (iv) in
the event of a change in control of the Company as defined in the 1986 Stock
Plan or the 1995 Stock Plan. Approximately 40% of the granted shares became
fully vested as of February 10, 2000 and are no longer subject to service
and forfeiture conditions. The individuals set forth in the table above held
(were granted), subject to the terms and conditions of the 1986 Stock Plan
or the 1995 Stock Plan, the number of shares of restricted stock, including
Performance Stock, with a value as of December 31, 2000, as follows: Messrs.
Humann 330,000 shares, $20,790,000; Clay 81,000 shares, $5,103,000; Hoepner
145,000 shares, $9,135,000; and Spiegel 200,000 shares, $12,600,000. As
described above, not all such shares have been awarded and about 40% of the
shares held by most of the individuals named in this footnote have vested.
The price of the Company's Common Stock would have to reach $91.10 for a
certain period of time before all the shares listed in this footnote would
be awarded. Dividends were paid in 2000 on shares of awarded restricted
stock as follows: Messrs. Humann $473,600; Clay $115,440; Hoepner $210,160;
and Spiegel $287,120.
(2) Amounts contributed by the Company to the 401(k) Plan and credited under the
401(k) Excess Plan. Also includes Company premiums paid on term life
insurance. For Mr. Wells, includes the actuarial
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equivalent of benefits from Company premiums on a split-dollar life
insurance policy and above market interest earned on deferred compensation.
(3) In accordance with his employment agreement with the Company entered into in
connection with the acquisition of Crestar.
(4) The 1998 base salary for Mr. Wells was set by Crestar's Human Resources and
Compensation Committee (the "Crestar Committee") and targeted to be at the
median level of financial institutions in Crestar's regional peer group.
(5) Amounts awarded to Mr. Wells for 1998 under Crestar's Management Incentive
Plan based on Crestar's return on equity and the Crestar Committee's
evaluation of individual performance.
(6) 30,000 shares of restricted stock were granted to Mr. Wells by the
Compensation Committee under the 1995 Stock Plan in accordance with his
employment agreement with the Company entered into in connection with the
acquisition of Crestar. These shares will vest and be awarded to Mr. Wells
at the earliest of the following dates: (i) at the end of his employment
agreement period, which is December 31, 2001, (ii) occurrence of an event
that would fully vest all stock granted under the 1995 Stock Plan, (iii)
death, (iv) disability, (v) termination of employment by the Company without
cause and (vi) termination of employment by Mr. Wells for good reason. As of
December 31, 2000, these shares had a value of $1,890,000. Mr. Wells
received dividends of $44,400 in 2000 on these shares.
(7) 90,000 of these options were granted to Mr. Wells pursuant to his employment
agreement with the Company. The remaining 28,128 options represent 29,300
converted Crestar options that were granted by the Crestar Committee in
January 1998 pursuant to Crestar's customary procedures for annual option
grants to executives.
(8) Value of performance share payouts in stock and cash to Mr. Wells under the
Value Share Programs established under Crestar's 1993 Stock Incentive Plan.
Under Value Share II, the payout was determined at July 20, 1998, the date
of the agreement for the acquisition of Crestar, based on Crestar's attained
stock growth appreciation since January 1997 and its peer group ranking for
stock price appreciation. Under Value Share III, a pro rata payout was also
made at July 20, 1998 for performance shares granted to 25 top executives to
reinforce Crestar's top 5 long-term strategic goals.
OPTION GRANTS, EXERCISES AND HOLDINGS
The following table contains information concerning the grant of stock
options to the Company's named executive officers as of the end of the last
fiscal year. The Company did not award any stock appreciation rights during the
last fiscal year.
OPTION GRANTS DURING YEAR
ENDED DECEMBER 31, 2000
INDIVIDUAL GRANTS
---------------------------------------------------------------
NUMBER OF % OF TOTAL
SECURITIES OPTIONS
UNDERLYING GRANTED TO EXERCISE GRANT DATE
OPTIONS EMPLOYEES IN PRICE PER EXPIRATION PRESENT
NAME GRANTED FISCAL YEAR SHARE(1) DATE VALUE(2)
- ---- ---------- ------------ --------- ---------- ----------
L. Phillip Humann......................... 150,000 5.264 51.125 11/14/10 $3,000,000
James M. Wells III........................ 40,000 1.404 50.50 3/6/10 847,600
50,000 1.755 51.125 11/14/10 1,000,000
John W. Spiegel........................... 50,000 1.755 51.125 11/14/10 1,000,000
Theodore J. Hoepner....................... 50,000 1.755 51.125 11/14/10 1,000,000
John W. Clay, Jr.......................... 50,000 1.755 51.125 11/14/10 1,000,000
- ---------------
(1) Under the 1995 Stock Plan and the 2000 Stock Plan, the exercise price must
not be less than 100% of the fair market value of the Company's Common Stock
on the date the option is granted. Options may be exercised using cash,
Company Common Stock or a combination of both.
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(2) These values were established using the Black-Scholes stock option valuation
model. For all grants except the grant of an option for 40,000 shares to Mr.
Wells, the Black-Scholes value, an estimate based on assumptions about
future stock price volatility and dividend yield, was 39.13% of the stock
price on the date of grant. The estimated volatility of 28.97% and dividend
yield of 1.95% were based on historical data from the prior 3 years. The
estimated value also reflects a risk-free rate of return of 5.88% and a
10-year option term. The Black-Scholes value for Mr. Wells' grant of an
option for 40,000 shares was 41.97% of the stock price on the date of grant.
This Black-Scholes ratio was based on an estimated volatility of 27.91%,
dividend yield of 1.72%, a risk-free rate of return of 6.62% and a 10-year
option term. Use of this model should not be construed as an endorsement of
its accuracy at valuing options. All stock option valuation models,
including the Black-Scholes model, require a prediction about the future
movement of the stock price. The real value of the options in this table
depends upon the actual changes in the market price of Company Common Stock
during the applicable period.
The following table sets forth information with respect to the named
executives concerning the exercise of options during 2000 and unexercised
options held as of December 31, 2000.
AGGREGATED OPTION EXERCISES IN 2000 AND
DECEMBER 31, 2000 OPTION VALUES
NUMBER OF SECURITIES
UNDERLYING UNEXERCISED VALUE OF UNEXERCISED
OPTIONS AT DECEMBER 31, IN-THE-MONEY OPTIONS
SHARES 2000 AT DECEMBER 31, 2000
ACQUIRED VALUE --------------------------- ---------------------------
NAME ON EXERCISE REALIZED EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
- ---- ----------- ----------- ----------- ------------- ----------- -------------
L. Phillip Humann......... 3,300 $111,787.50 0 238,200 $ 0 $2,213,550
James M. Wells III........ -- -- 231,063 195,000 8,222,651 1,093,750
John W. Spiegel........... -- -- 19,800 78,200 648,450 1,026,050
Theodore J. Hoepner....... -- -- 19,800 78,200 648,450 1,026,050
John W. Clay, Jr.......... -- -- 15,800 78,200 517,450 1,026,050
LONG-TERM INCENTIVE PLAN
The following table provides information concerning the Company's
Performance Unit Plan ("PUP"). The PUP provides for the award of performance
units ("Units"), each with a target grant value, to key employees of the Company
and its subsidiaries by the Compensation Committee. The grant value and number
of Units awarded to a participant for each performance measurement cycle is
determined by the Compensation Committee as of the grant date. The final value
of the Units granted under each award may range from zero to 200% of the grant
value and is determined by the Compensation Committee at the end of each
performance measurement cycle based on the achievement of either consolidated
net income goals or earnings per share goals established by the Compensation
Committee for that cycle. Payment of an award earned under the PUP is contingent
upon continuous employment with the Company until the end of the award cycle,
except for payments made in the event of retirement, death, disability or a
change in control.
LONG-TERM INCENTIVE PLAN -- AWARDS IN 2000
PERFORMANCE ESTIMATED FUTURE PAYOUTS UNDER
PERIOD UNTIL NON-STOCK PRICE-BASED PLANS
NUMBER MATURATION -------------------------------
NAME OF UNITS OR PAYOUT THRESHOLD TARGET MAXIMUM
- ---- -------- ------------ --------- -------- --------
L. Phillip Humann........................... 12,000 3 years $180,000 $360,000 $720,000
James M. Wells III.......................... 6,000 3 years 90,000 180,000 360,000
John W. Spiegel............................. 6,000 3 years 90,000 180,000 360,000
Theodore J. Hoepner......................... 6,000 3 years 90,000 180,000 360,000
John W. Clay, Jr............................ 6,000 3 years 90,000 180,000 360,000
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PENSION PLANS
The following table shows estimated combined retirement benefits payable to
a covered participant at normal retirement age under the Company's Retirement
Plan, ERISA Excess Retirement Plan ("ERISA Excess Plan") and Supplemental
Executive Retirement Plan ("SERP") as described below.
PENSION PLAN TABLE
YEARS OF SERVICE
-------------------------------------------------
REMUNERATION 15 20 25 30 OR MORE
- ------------ ---------- ---------- ---------- ----------
$ 500,000....................................... $ 300,000 $ 300,000 $ 300,000 $ 300,000
600,000...................................... 360,000 360,000 360,000 360,000
700,000...................................... 420,000 420,000 420,000 420,000
800,000...................................... 480,000 480,000 480,000 480,000
900,000...................................... 540,000 540,000 540,000 540,000
1,000,000...................................... 600,000 600,000 600,000 600,000
1,100,000...................................... 660,000 660,000 660,000 660,000
1,200,000...................................... 720,000 720,000 720,000 720,000
1,600,000...................................... 960,000 960,000 960,000 960,000
1,800,000...................................... 1,080,000 1,080,000 1,080,000 1,080,000
2,000,000...................................... 1,200,000 1,200,000 1,200,000 1,200,000
2,200,000...................................... 1,320,000 1,320,000 1,320,000 1,320,000
2,400,000...................................... 1,440,000 1,440,000 1,440,000 1,440,000
The Company's Retirement Plan is a noncontributory pension plan for the
benefit of eligible employees of the Company and its subsidiaries. The Company
has also established the ERISA Excess Plan to pay benefits to certain Retirement
Plan participants that exceed the benefits payable to such Plan participants
under the Retirement Plan as a result of federal tax restrictions. In addition,
the SERP provides benefits to certain key employees of the Company and its
subsidiaries as designated by the Compensation Committee. There are 2 tiers to
the SERP. Both tiers provide benefits to certain key employees of the Company
and its subsidiaries. All 5 named executive officers are eligible for the tier 1
benefit. The maximum annual benefit payable under the tier 1 SERP will equal 60%
of the executive's covered compensation. For tier 1 SERP participants, covered
compensation is defined as the average of the sum of the 3 full calendar years
of base salary, Management Incentive Plan and Performance Unit Plan awards
earned out of the 5 full calendar years immediately preceding the executive's
retirement that will produce the highest average. The maximum annual benefit
payable under the tier 2 SERP will equal 50% of the executive's covered
compensation. For tier 2 SERP participants, covered compensation is defined as
the average of the sum of the 3 full calendar years of base salary plus annual
bonus earned out of the 5 full calendar years immediately preceding the
executive's retirement that will produce the highest average. The SERP benefit
is reduced by annual benefits payable at retirement under the Retirement Plan,
the ERISA Excess Plan, Social Security benefits at age 65, and certain other
nonqualified, unfunded retirement arrangements maintained by the Company. Upon
retirement, the SERP benefit will be paid in the form of a lump sum that is
actuarially equivalent to a life annuity if the participant is unmarried or that
is actuarially equivalent to a 50% joint and survivor annuity if the participant
is married. Certain SERP participants are grandfathered at the 100% joint and
survivor level. Retirement benefits under the SERP vested for all tier 1
participants on February 10, 2000.
The compensation earned in 2000 for the individuals named in the Summary
Compensation Table included for the computation of benefits payable under the
SERP and credited years of service are as follows: Messrs. Humann, $1,108,750,
31 years of service; Clay, $546,750, 33 years of service; Hoepner, $547,487, 32
years of service; Spiegel, $658,750, 35 years of service; and Wells, $885,833,
32 years of service.
The SERP provides for tier 1 participants that in the event of a change in
control of the Company (as defined in the SERP), for participants who are
involuntarily terminated or who terminate for good reason within 3 years after a
change in control, benefits would be calculated using the highest compensation
for any 12 consecutive month period during the 60 consecutive month period which
ends immediately before the
18
21
termination of employment. Furthermore, credited service will be increased by
the lesser of 36 full months or the number of months between the normal
retirement date and the date of termination. Termination for good reason means a
termination made primarily because of a failure to elect or reelect a
participant to a position held with the Company prior to the change in control
or a substantial change or reduction in responsibilities or compensation. The
SERP further provides that in the event of a termination as described above,
participants in the SERP will continue to receive health, life and disability
benefit coverage for up to 2 years after such termination.
Mr. Wells' employment agreement with the Company, as more fully described
below, provides that on termination of employment and at his election, he may
choose to receive either the benefit calculated under the Company's SERP or the
benefit calculated under Crestar's SERP. Under Crestar's SERP, Mr. Wells has
completed the 20 years of service required for an annual benefit from the SERP
and other qualified and nonqualified pension plans, beginning at age 60 and
payable for his lifetime, equal to 50% of the average of his 3 highest years of
compensation (calculated using base salary plus bonus). This annual benefit is
projected to be approximately $442,917 beginning at age 60, based on Mr. Wells'
eligible compensation through 2000.
EMPLOYMENT AGREEMENT AND CHANGE IN CONTROL AGREEMENTS
In connection with the agreement to acquire Crestar entered into in July
1998, the Company and James M. Wells III entered into an employment agreement
providing for the employment of Mr. Wells from December 31, 1998 until December
31, 2001. Under the terms of the agreement, Mr. Wells received a base salary of
$505,759 in 1999, $570,833 in 2000, and will receive no less than $550,000 in
2001, plus he received an annual bonus of $300,000 for 1999, $315,000 for 2000,
and is entitled to receive for 2001 the greater of (i) $330,000 or (ii) the
aggregate amount paid to Mr. Wells for such year under SunTrust's existing MIP
and PUP. Mr. Wells also received on December 31, 1998 a grant of 30,000 shares
of restricted Company Common Stock and a 10 year option to acquire an aggregate
of 90,000 shares of Company Common Stock with an exercise price per share of
$76.50 (subject to anti-dilution provisions). Mr. Wells was granted an option to
acquire 15,000 shares of Company Common Stock in 1999, and was granted options
to acquire 90,000 shares of Company Common Stock in 2000. Mr. Wells will be
granted options for at least 15,000 shares of Company Common Stock in 2001. All
such awards will vest on December 31, 2001. When his employment with the Company
ends, Mr. Wells is also entitled to elect a supplemental retirement benefit
under either the SunTrust SERP or the Crestar SERP (as each such plan was in
effect on July 20, 1998). In addition, if any payments received by Mr. Wells are
subject to an excise tax under Section 4999 of the Internal Revenue Code, Mr.
Wells will be entitled to receive an additional amount necessary to make him
whole with respect to such excise tax.
The Company has entered into change in control agreements with each of the
executive officers named in the Summary Compensation Table, and certain other
officers. If the executive officer's employment is terminated by the Company
without cause, or by the executive officer for good reason, during a period of
up to 3 years following a change in control of the Company, the executive
officer will receive severance benefits, including (i) a lump sum payment of up
to 3 years (2 years for certain other officers) of the executive officer's base
salary and bonus; (ii) a portion of the full bonus which would have been payable
to the executive if such executive had remained employed through the end of such
year; (iii) up to 3 years (2 years for certain other officers) of additional
benefits under the Company's retirement and benefit plans; and (iv) a payment to
reimburse the executive officer for any excise taxes on severance benefits that
are considered excess parachute payments under the Internal Revenue Code of
1986, as amended. Each agreement requires the executive officer not to use or
disclose any of the Company's confidential business information and not to
compete with the Company. The change in control agreements confer no benefits
upon termination of the officer's employment prior to a change in control.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
Messrs. Lanier, Correll, Dahlberg, Johnston and Minor, all of whom are
independent, outside directors of the Company, served as members of the
Compensation Committee during all or part of 2000. Mr. Theodore J.
19
22
Hoepner is a member of the Compensation Committee of the Board of Directors of
Brown & Brown, Inc., of which Mr. J. Hyatt Brown is Chairman, President and
Chief Executive Officer.
During 2000, the Company's bank subsidiaries engaged in customary banking
transactions and had outstanding loans to certain of the Company's directors,
executive officers, their associates and members of the immediate families of
certain directors and executive officers. These loans were made in the ordinary
course of business and were made on substantially the same terms, including
interest rates and collateral, as those prevailing at the time for comparable
transactions with others. In the opinion of management, these loans do not
involve more than the normal risk of collectibility or present other unfavorable
features.
SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Securities Exchange Act of 1934 requires the Company's
directors, executive officers and any persons who own more than 10% of the
Company's Common Stock to file reports of ownership and changes in ownership
with the Securities and Exchange Commission. The Company believes that all
filing requirements under Section 16(a) were complied with during 2000 except
for the inadvertent omission of a small number of shares of Company Common Stock
in the initial holdings on Form 3 for each of Charles T. Hill and Craig J.
Kelly, which was subsequently reported on each person's Form 5 for 2000.
SHAREHOLDER PROPOSALS FOR 2002 PROXY STATEMENT
If a shareholder notifies the Company after January 15, 2002 of an intent
to present a proposal at the Company's 2002 Annual Meeting, the Company will
have the right to exercise its discretionary voting authority with respect to
such proposal, if presented at the meeting, without including information
regarding such proposal in its proxy materials.
Shareholders who intend to submit proposals to the Company's shareholders
for action at the 2002 Annual Meeting and inclusion in the Company's Proxy
Statement with respect to such meeting must submit such proposals so they are
received by the Company no later than October 31, 2001 in order to be considered
for inclusion in the Company's 2002 proxy materials. Shareholder proposals
should be submitted to SunTrust Banks, Inc., Post Office Box 4418, Center 643,
Atlanta, Georgia 30302, Attention: Corporate Secretary. All proposals must meet
the requirements set forth in the rules and regulations of the Securities and
Exchange Commission in order to be eligible for inclusion in the Proxy
Statement.
VOTING AT THE MEETING
Each shareholder of record at the close of business on February 16, 2001 is
entitled to notice of and to vote at the Annual Meeting or any adjournments
thereof. Each share of Company Common Stock entitles the holder to one vote on
any matter coming before a meeting of shareholders of the Company. On February
16, 2001, the record date for the Annual Meeting, there were 297,694,752 shares
of Company Common Stock outstanding.
A majority of the shares entitled to vote constitutes a quorum at a meeting
of the shareholders. If a quorum is present, the vote of a plurality of the
votes cast by the shares entitled to vote shall be necessary for the election of
directors. The presence of a quorum, either in person or by proxy, and the
affirmative vote of the holders of a majority of the shares represented and
entitled to vote at the Annual Meeting is required to take most other actions.
Shares beneficially held in street name are counted for quorum purposes if such
shares are voted on at least one matter to be considered at the meeting. Broker
non-votes are neither counted for purposes of determining the number of
affirmative votes required for approval of proposals nor voted for or against
matters presented for shareholder consideration. Consequently, so long as a
quorum is present, such non-votes have no effect on the outcome of any vote.
Abstentions with respect to a proposal are counted for purposes of establishing
a quorum. Abstentions also are counted for purposes of determining the minimum
number of affirmative votes required for approval of proposals and, accordingly,
have the effect of a vote
20
23
against those proposals. If a quorum is present, abstentions have no effect on
the outcome of voting for directors.
The cost of soliciting proxies will be borne by the Company. Corporate
Investors Communications has been retained to assist in the solicitation of
proxies for a fee of $8,000 plus expenses. Proxies may also be solicited by
employees of the Company.
The Board of Directors knows of no other matters which will be brought
before this Annual Meeting. If other matters are properly introduced, the
persons named in the enclosed proxy will vote on such matters as the Board
recommends.
March 1, 2001
21
24
EXHIBIT A
SUNTRUST BANKS, INC.
CHARTER OF THE AUDIT COMMITTEE
OF THE BOARD OF DIRECTORS
1. AUDIT COMMITTEE PURPOSE
The Audit Committee is appointed by the Board of Directors to assist the
Board in fulfilling its oversight responsibilities. The Audit Committee's
primary duties and responsibilities are to:
Monitor the integrity of the Company's financial reporting process and
systems of internal controls regarding finance, accounting and legal compliance.
Monitor the independence and performance of the Company's independent
auditors and internal auditing department.
Provide an avenue of communication among the independent auditors,
management, the internal auditing department, and the Board of Directors.
The Audit Committee has the authority to conduct any investigation
appropriate to fulfilling its responsibilities; and it has direct access to the
independent auditors as well as anyone in the organization. The Audit Committee
has the ability to retain, at the Company's expense, special legal, accounting
or other consultants or experts it deems necessary in the performance of its
duties.
2. AUDIT COMMITTEE COMPOSITION AND MEETINGS
Audit Committee members shall meet the requirements of the New York Stock
Exchange (NYSE). The Audit Committee shall be comprised of four or more
directors as determined by the Board, each of whom shall be independent
non-executive directors, free from any relationship that would interfere with
the exercise of his or her independent judgment. In conjunction with other
regulatory requirements, the Board will evaluate the Committee member's business
relationships to determine that the business relationships do not impair
independent judgment. All members of the Committee shall have a basic
understanding of finance and accounting and be able to read and understand
fundamental financial statements, and at least one member of the Committee shall
have accounting or related financial management expertise. The Board views
experience as a chief executive officer, chief financial officer or other senior
officer with financial oversight responsibilities as acceptable criteria for the
accounting or related financial management expertise requirement.
Audit Committee members shall be elected annually by the Board of
Directors. The Board of Directors shall elect one of the Audit Committee members
Chairman. If the Audit Committee Chair is not present, the members of the
Committee may designate a Chair by majority of the Committee membership.
The Committee shall meet at least four times annually, or more frequently
as circumstances dictate. The Audit Committee Chair shall approve an agenda in
advance of each meeting. The Committee should meet privately in executive
session at least annually, or more frequently as circumstances dictate, with
management, the director of the internal auditing department, the independent
auditors, and as a committee to discuss any matters that the Committee or each
of these groups believe should be discussed.
3. AUDIT COMMITTEE RESPONSIBILITIES AND DUTIES
3.1 Review Procedures -- Audit Committee Charter
Review and reassess the adequacy of this Charter at least annually. Submit
the charter to the Board of Directors for approval and have the document
published at least every three years in accordance with Securities and Exchange
Commission (SEC) regulations.
A-1
25
3.2 Review Procedures -- Financial Reporting
Review the Company's annual audited financial statements prior to filing or
distribution. Review should include discussion with management and independent
auditors of significant issues regarding accounting principles, practices and
judgments.
Review the Company's annual proxy statement with management for purposes of
recommending approval by the Board for dissemination to shareholders.
In consultation with management, the independent auditors, and the internal
auditors, consider the integrity of the Company's financial reporting processes
and controls. Discuss significant financial risk exposures and the steps
management has taken to monitor, control, and report such exposures. Review
significant findings prepared by the independent auditors and the internal
auditing department together with management's responses.
Prior to releasing year-end earnings (defined as filing with the SEC),
discuss the results of the audit with the independent auditors. Discuss certain
matters required to be communicated to audit committees in accordance with
current auditing standards.
Consider the independent auditors' judgments about the quality and
appropriateness of the Company's accounting principles as applied in its
financial reporting.
Annually prepare a report to shareholders as required by the SEC. The
report should be included in the Company's annual proxy statement.
Review with financial management and the independent auditors the Company's
quarterly financial results prior to filing the Form 10-Q with the SEC. Discuss
any significant changes to the Company's accounting principles and any items
required to be communicated by the independent auditors in accordance with
current auditing standards. The Chair of the Committee may represent the entire
Audit Committee for purposes of this review.
3.3 Independent Auditors
The independent auditors are ultimately accountable to the Audit Committee
and the Board of Directors. The Audit Committee shall review the independence
and performance of the auditors and annually recommend to the Board of Directors
the appointment of the independent auditors or approve any discharge of auditors
when circumstances warrant.
Approve the fees and other significant compensation to be paid to the
independent auditors.
On an annual basis, the Committee should review and discuss with the
independent auditors all significant relationships they have with the Company
that could impair the auditors' independence.
Review the independent auditors' audit plan -- discuss scope, staffing,
locations, reliance upon management, and internal audit and general audit
approach.
3.4 Internal Audit Department
Review the budget, plan, changes in plan, activities, organizational
structure, and qualifications of the internal audit department as needed.
Review the appointment, performance, and replacement of the senior internal
audit executive.
Review significant reports prepared by the internal audit department
together with management's response and follow-up to these reports.
3.5 Legal Compliance
On at least an annual basis, review with the Company's counsel, any legal
matters that could have a significant impact on the organization's financial
statements.
A-2
26
Review periodic reports of the Corporate Compliance Officer or the
Company's counsel as to the organization's compliance with rules and regulations
and inquiries received from regulators or government agencies.
Review significant reports of inspections and examinations by federal and
state regulators.
Review annually the Company's reporting under FDICIA.
3.6 Other Audit Committee Responsibilities
Review periodic summary reports of the credit review process and review any
significant reports and follow-up to those reports.
Review periodic summary reports of the operations and risk management of
the Private Client, Trust and Investment Services Line of Business and review
any significant reports and follow-up to those reports.
Review annually the report of internal control.
Review annually the corporate contingency plan.
Review periodically management's program for monitoring compliance with the
Code of Conduct and ensure that management has established a system to enforce
this Code.
Maintain minutes of meetings and periodically report to the Board of
Directors on significant results of the foregoing activities.
Perform any other activities consistent with this Charter, the Company's
By-laws and governing law, as the Committee or the Board deems necessary or
appropriate.
A-3
27
RECYCLED PAPER LOGO
28
INSTRUCTIONS TO THE SUNTRUST BANKS, INC. 401(k) PLAN TRUSTEE
The undersigned hereby directs that all shares of SunTrust Banks, Inc. Common
Stock allocated to his/her account under the SunTrust Banks, Inc. 401(k) Plan be
voted at the SunTrust Banks, Inc. Annual Meeting of Shareholders to be held
April 17, 2001, and at any adjournment thereof, in accordance with the following
instructions for the matters described herein. For any other business that may
properly come before the Annual Meeting, all such shares shall be voted as the
Board of Directors may recommend. THIS INSTRUCTION IS SOLICITED BY THE BOARD OF
DIRECTORS.
THIS PROXY WILL BE VOTED AS DIRECTED, OR, IF NO DIRECTION IS INDICATED, WILL BE Please mark
VOTED AS RECOMMENDED BY THE BOARD OF DIRECTORS. your votes as
indicated [ X ]
in this example
DIRECTORS RECOMMEND VOTING FOR THE FOLLOWING PROPOSAL:
Proposal to elect as Directors: Patricia C. Frist to serve until the Annual
Meeting of Shareholders in 2002, Douglas N. Daft to serve until the Annual
Meeting of Shareholders in 2003, and Summerfield K. Johnston, Jr., Larry L.
Prince, R. Randall Rollins, Frank S. Royal, M.D. and James B. Williams to serve
until the Annual Meeting of Shareholders in 2004.
FOR all nominees WITHHOLD INSTRUCTIONS: To withhold authority to vote for any
listed above (except as AUTHORITY individual nominee, write his or her name on the line below:
indicated to the contrary) to vote for nominees
listed above ------------------------------------------------------------
[ ] [ ]
(CONTINUED AND TO BE SIGNED ON THE OTHER SIDE)
March 1, 2001
[SUNTRUST LOGO]
To our employee shareholders:
SunTrust successfully met its challenges in 2000, thanks primarily to the
hard work of our employees. Your individual effort also will help us meet our
goals for 2001. Our most significant competitive advantage is the talent, energy
and expertise of our employees. Voting your shares of SunTrust stock, and by
doing so having a voice at the annual meeting in the management of the Company,
is a way that you can contribute individual effort essential to the continued
success of the Company.
We are sending you three items with this letter:
1. The 2000 SunTrust Banks, Inc. Annual Report which details our 15th year
of consistently strong performance;
2. The Proxy Statement describing the business of the 2001 Annual Meeting
scheduled for Tuesday, April 17, 2001; and
3. The Instructions to the Plan Trustee card, which gives you the
guidelines you need TO VOTE YOUR SHARES IMMEDIATELY, following the
instructions provided. Remember, the Trustee will only consider your
shares for voting if your vote has been recorded.
Thank you for the contribution you make toward ensuring that SunTrust remains a
premier financial institution.
Sincerely,
/s/ L. Phillip Humann
-------------------------------------
L. Phillip Humann
Chairman of the Board, President
and Chief Executive Officer
29
The undersigned acknowledges receipt of a copy of the
Notice of Annual Meeting of Shareholders and Proxy
Statement dated March 1, 2001 and a copy of the
SunTrust Banks, Inc. 2000 Annual Report.
IMPORTANT: PLEASE DATE AND SIGN THIS INSTRUCTION
EXACTLY AS YOUR NAME OR NAMES APPEAR TO THE LEFT.
Date , 2001
--------------------------------------
Signature
-------------------------------------------
(CONTINUED ON THE OTHER SIDE)
FOLD AND DETACH HERE
DETACH CARD Please detach proxy at perforation before mailing.
OR YOU MAY VOTE BY TELEPHONE OR THE INTERNET.
IF YOU ARE VOTING BY TELEPHONE
OR THE INTERNET, PLEASE DO NOT MAIL YOUR PROXY.
VOTE BY TELEPHONE VOTE BY INTERNET VOTE BY MAIL
Call TOLL-FREE using a Access the Web site at Return your proxy in the
Touch-tone phone WWW.VOTEFAST.COM POSTAGE-PAID envelope
1-800-250-9081 and cast your vote provided
VOTE 24 HOURS A DAY, 7 DAYS A WEEK!
Your telephone or Internet vote must be received by 5:00 p.m. Eastern Time
on April 16, 2001, to be counted in the final tabulation.
YOUR CONTROL NUMBER IS
VOTE BY TELEPHONE
Have your proxy card available when you call the toll-free number 1-800-250-9081
using a touch-tone phone. You will be prompted to enter your control number.
Then follow the simple prompts to record your vote.
VOTE BY INTERNET
Have your proxy card available when you access the Web site at WWW.VOTEFAST.COM.
You will be prompted to enter your control number. Then follow the simple
prompts to record your vote.
VOTE BY MAIL
Please mark, sign and date your proxy card and return it in the postage-paid
envelope provided or return it to: SunTrust Bank, P.O. Box 4625, Atlanta, GA
30302.
TO CHANGE YOUR VOTE
Any subsequent vote by any means will change your prior vote. For example, if
you voted by telephone, a subsequent Internet vote will change your vote. The
last vote received before 5:00 p.m. Eastern Time, April 16, 2001, will be the
one counted. You may also revoke your proxy by voting in person at the Annual
Meeting.
30
PROXY
ANNUAL MEETING OF SHAREHOLDERS TO BE HELD APRIL 17, 2001.
THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS.
The undersigned hereby appoints John W. Spiegel and Raymond D. Fortin, and
each of them, 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 17, 2001, at
9:30 a.m. local time, in Room 225 on the 2nd floor of SunTrust Plaza Garden
Offices, 303 Peachtree Center Avenue, Atlanta, Georgia, and at any adjournments
thereof, upon the matters described below and in the accompanying Proxy
Statement dated March 1, 2001, and upon any other business that may properly
come before such Annual Meeting or any adjournments thereof.
Pursuant to the Proxy Statement, said proxies are directed to vote as
indicated on the reverse hereof, and otherwise as the Board of Directors may
recommend with respect to any other business that may properly come before the
meeting or at any adjournment thereof. By the execution of this Proxy, I
acknowledge receipt of a copy of the Notice of Annual Meeting of Shareholders
and Proxy Statement dated March 1, 2001 and a copy of the SunTrust Banks, Inc.
2000 Annual Report.
(CONTINUED AND TO BE SIGNED ON THE OTHER SIDE)
-- FOLD AND DETACH HERE --
PLEASE COMPLETE THIS CARD
AND RETURN IT IN
THE ENVELOPE PROVIDED
31
THIS PROXY WILL BE VOTED AS DIRECTED, OR, IF NO DIRECTION IS INDICATED, WILL BE
VOTED AS RECOMMENDED BY THE BOARD OF DIRECTORS.
Please mark
your votes as [X]
indicated in
this example
DIRECTORS RECOMMEND VOTING FOR THE FOLLOWING PROPOSAL:
Proposal to elect as Directors: Patricia C. Frist to serve until the Annual
Meeting of Shareholders in 2002, Douglas N. Daft to serve until the Annual
Meeting of Shareholders in 2003, and Summerfield K. Johnston, Jr., Larry L.
Prince, R. Randall Rollins, Frank S. Royal, M.D. and James B. Williams to serve
until the Annual Meeting of Shareholders in 2004.
FOR all nominees WITHHOLD INSTRUCTIONS: To withhold authority to vote for any individual nominee,
listed above (except as AUTHORITY write his or her name on the line below:
indicated to the contrary) to vote for nominees
listed above ---------------------------------------------------------------------------------
[ ] [ ]
-------------------------------------------------------------
Signature(s) of Shareholder
-------------------------------------------------------------
Date ,2001
---------------------------------------------------
IMPORTANT: Please date sign this Proxy exactly as your name or
names appear hereon; if shares are held jointly, all joint
owners must sign. An executor, administrator, trustee,
guardian, or other person signing in a representative
capacity, must give his or her full title. A corporation must
sign in full corporate name by its president or other
authorized officer. A partnership must sign in partnership
name by an authorized person.
-- FOLD AND DETACH HERE --
DETACH CARD Please detach proxy at perforation before mailing.
OR YOU MAY VOTE BY TELEPHONE OR THE INTERNET.
IF YOU ARE VOTING BY TELEPHONE OR THE INTERNET, PLEASE DO NOT MAIL YOUR PROXY.
VOTE BY TELEPHONE VOTE BY INTERNET VOTE BY MAIL
Call TOLL-FREE using a Access the WEB SITE at Return your proxy in the
Touch-tone phone WWW.VOTEFAST.COM POSTAGE-PAID envelope
1-800-250-9081 and cast your vote provided
VOTE 24 HOURS A DAY, 7 DAYS A WEEK!
Your telephone or Internet vote must be received by 5:00 p.m. Eastern Time
on April 16, 2001, to be counted in the final tabulation.
YOUR CONTROL NUMBER IS
VOTE BY TELEPHONE
Have your proxy card available when you call the toll-free number 1-800-250-9081
using a touch-tone phone. You will be prompted to enter your control number.
Then follow the simple prompts to record your vote.
VOTE BY INTERNET
Have your proxy card available when you access the Web site at www.votefast.com.
You will be prompted to enter your control number. Then follow the simple
prompts to record your vote.
VOTE BY MAIL
Please mark, sign and date your proxy card and return it in the postage-paid
envelope provided or return it to: SunTrust Bank, P.O. Box 4625, Atlanta, GA
30302.
TO CHANGE YOUR VOTE
Any subsequent vote by any means will change your prior vote. For example, if
you voted by telephone, a subsequent Internet vote will change your vote. The
last vote received before 5:00 p.m. Eastern Time, April 16, 2001, will be the
one counted. You may also revoke your proxy by voting in person at the Annual
Meeting.