UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
 
 
 
 
 
 
 
 
 
 
FORM 8-K
 
CURRENT REPORT
 
Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934
 
 
  
Date of Report (Date of earliest event reported)    
 
December 17, 2015
 
 
 
SunTrust Banks, Inc.
(Exact name of registrant as specified in its charter)
 
 
Georgia
 
001-08918
 
58-1575035
(State or other jurisdiction
of incorporation)
 
(Commission
File Number)
 
(IRS Employer
Identification No.)
 
 
303 Peachtree St., N.E., Atlanta, Georgia
 
30308
(Address of principal executive offices)
 
(Zip Code)
 
 
Registrant's telephone number, including area code    
(800) 786-8787

 
 
 
Not Applicable
(Former name or former address, if changed since last report)
 
 
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
 
¨
 
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
¨
 
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
¨
 
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
¨
 
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))








Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

SunTrust Banks, Inc. (the “Company”) today announced that Dallas S. Clement and Bruce L. Tanner have been appointed to its Board of Directors effective immediately. The Company also issued a news release announcing the appointment, which the Company files as Exhibit 99.1 to this report and which is incorporated herein by reference.

The Board has assigned Mr. Clement to serve on its Audit Committee and its Governance & Nominating Committee, and assigned Mr. Tanner to serve on its Risk Committee and its Governance & Nominating Committee.

In addition, Robert M. Beall, II; David H. Hughes; and William A. Linnenbringer will retire from the board of directors when their current terms expire at the Company’s Annual Meeting of Shareholders in April 2016. None of the retirements is the result of a disagreement with the Company on any matter relating to the Company's operations, policies or practices.

Item 9.01 Exhibits

(d) Exhibits
 
99.1.    News release dated December 17, 2015.        


SIGNATURE
 
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
 
 
 
SUNTRUST BANKS, INC.
 
 
            (Registrant)
 
 
 
Date: December 17, 2015.
 
By:
 
/s/ David A. Wisniewski                              
 
 
 
 
David A. Wisniewski, Senior Vice President,
 
 
 
 
Deputy General Counsel and Assistant Corporate Secretary








News Release


Contact:     Media            Investors
Mike McCoy        Ankur Vyas
(404) 588-7230    (404) 813-6714

For Immediate Release
December 17, 2015

SunTrust Announces Board of Directors
Appointments and Retirements

ATLANTA - SunTrust Banks, Inc. (NYSE: STI) today announced that Dallas S. Clement and Bruce L. Tanner have been appointed to its board of directors, effective immediately. In addition, Robert M. Beall, II; David H. Hughes; and William A. Linnenbringer will retire from its board of directors when their current terms expire at the company’s Annual Meeting of Shareholders in April 2016.
“We welcome Dallas Clement and Bruce Tanner to the board, and look forward to benefiting from their extensive finance and business experience and perspectives,” said William H. Rogers, Jr., SunTrust chairman and chief executive officer. “We are grateful to Messrs. Beall, Hughes and Linnenbringer for their insights and service as they represented the interests of clients, shareholders and teammates throughout their tenures on the board.”
Clement is executive vice president and chief financial officer of Cox Enterprises. He has more than 25 years of experience of executive management, strategy, finance, corporate development and product management in the media, communications, wireless, broadband, technology, software and automotive industries.
Tanner is executive vice president and chief financial officer for Lockheed Martin Corporation, responsible for all aspects of the corporation’s financial strategies, processes, and operations. A 33-year Lockheed Martin veteran, he has broad financial, accounting and operations experience across the company’s businesses.
Beall has been a director since 2004. He is chairman of Beall’s, Inc., the parent company of Beall’s Department Stores, Inc. and Beall’s Outlet Stores, Inc. which operates retail stores from Florida to Arizona. Mr. Beall is retiring pursuant to the Company’s retirement policy.
Hughes has served as a director since 1984. Previously, Mr. Hughes served as chairman of the board of Hughes Supply, Inc., a distributor of construction materials, until April 1, 2006, when the





company was acquired by The Home Depot. Mr. Hughes is retiring pursuant to the Company’s retirement policy.
Linnenbringer has been a director since 2010. Mr. Linnenbringer retired as a partner from Pricewaterhouse Coopers in 2002 after serving in numerous leadership positions including managing partner for the U.S. banking and financial services industry practice, and chairman of the global financial services industry practice over the course of his 32-year career with the firm.
    

About SunTrust Banks, Inc.

SunTrust Banks, Inc., one of the nation's largest financial services organizations, is dedicated to Lighting the Way to Financial Well-Being for its clients and communities. Headquartered in Atlanta, the company serves a broad range of consumer, commercial, corporate and institutional clients. As of September 30, 2015, SunTrust had total assets of $187 billion and total deposits of $146 billion. Through its flagship subsidiary, SunTrust Bank, the company operates an extensive branch and ATM network throughout the high-growth Southeast and Mid-Atlantic States and a full array of technology-based, 24-hour delivery channels. The company also serves clients in selected markets nationally. Its primary businesses include deposit, credit, trust and investment services.  Through its various subsidiaries, the company provides mortgage banking, asset management, securities brokerage, and capital market services. SunTrust's Internet address is suntrust.com.





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