SunTrust 2012 Annual Report Download - page 217

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Part III
Item 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE.
The information at the captions “Nominees for Directorship,” “Nominees for Terms Expiring in 2014,” “Executive Officers,”
“Section 16(a) Beneficial Ownership Reporting Compliance,” “Corporate Governance and Director Independence,”
“Shareholder Recommendations and Nominations for Election to the Board,” and “Board Committees” in the Registrant’s
definitive proxy statement for its annual meeting of shareholders to be held on April 23, 2013 and to be filed with the
Commission is incorporated by reference into this Item 10.
Item 11. EXECUTIVE COMPENSATION.
The information at the captions “Compensation Policies that Affect Risk Management,” “Executive
Compensation” (“Compensation Discussion and Analysis,” “Compensation Committee Report,” “2012 Summary
Compensation Table,” “2012 Grants of Plan-Based Awards,” “Option Exercises and Stock Vested in 2012,” “Outstanding
Equity Awards at December 31, 2012,” “2012 Pension Benefits Table,” “2012 Nonqualified Deferred Compensation Table,”
and “2012 Potential Payments Upon Termination or Change in Control”), “2012 Director Compensation,” and “Compensation
Committee Interlocks and Insider Participation” in the Registrant’s definitive proxy statement for its annual meeting of
shareholders to be held on April 23, 2013 and to be filed with the Commission is incorporated by reference into this Item 11.
Item 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND
RELATED STOCKHOLDER MATTERS.
The information at the captions “Equity Compensation Plans,” “Stock Ownership of Certain Persons,” “Stock Ownership of
Directors, Nominee and Management,” and “Stock Ownership of Principal Shareholders” in the Registrant’s definitive proxy
statement for its annual meeting of shareholders to be held on April 23, 2013 and to be filed with the Commission is incorporated
by reference into this Item 12.
Item 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR
INDEPENDENCE.
The information at the captions “Policies and Procedures for Approval of Related Party Transactions,” “Transactions with
Related Persons, Promoters, and Certain Control Persons,” and “Corporate Governance and Director Independence” in the
Registrant’s definitive proxy statement for its annual meeting of shareholders to be held on April 23, 2013 and to be filed with
the Commission is incorporated by reference into this Item 13.
Item 14. PRINCIPAL ACCOUNTING FEES AND SERVICES.
The information at the captions “Audit Fees and Related Matters,” “Audit and Non-Audit Fees,” and “Audit Committee Policy
for Pre-approval of Independent Auditor Services” in the Registrant’ s definitive proxy statement for its annual meeting of
shareholders to be held on April 23, 2013 and to be filed with the Commission is incorporated by reference into this Item 14.
Part IV
Item 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES.
(a)(1) Financial Statements of SunTrust Banks, Inc. included in this report:
Consolidated Statements of Income for the year ended December 31, 2012, 2011, and 2010;
Consolidated Statements of Comprehensive Income for the year ended December 31, 2012, 2011, and 2010;
Consolidated Balance Sheets as of December 31, 2012, and 2011;
Consolidated Statements of Shareholders’ Equity as of December 31, 2012, 2011, and 2010; and
Consolidated Statements of Cash Flows for the year ended December 31, 2012, 2011, and 2010.
(a)(2) Financial Statement Schedules
All financial statement schedules for the Company have been included in the Consolidated Financial Statements or
the related footnotes, or are either inapplicable or not required.
(a)(3) Exhibits