SunTrust 2015 Annual Report Download - page 188

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PART III
Item 10. DIRECTORS, EXECUTIVE OFFICERS
AND CORPORATE GOVERNANCE
The information at the captions “Nominees for Directorship,”
“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
and Attendance” in the Registrant’s definitive proxy statement
for its annual meeting of shareholders to be held on April 26,
2016 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,” “2015 Summary
Compensation Table,” “2015 Grants of Plan-Based Awards,”
“Option Exercises and Stock Vested in 2015,” “Outstanding
Equity Awards at December 31, 2015,” “2015 Pension Benefits
Table,” “2015 Nonqualified Deferred Compensation Table,” and
“2015 Potential Payments Upon Termination or Change in
Control”), “2015 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 26, 2016 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,”
and “Stock Ownership of Directors, Management, and Principal
Shareholders” in the Registrant’s definitive proxy statement for
its annual meeting of shareholders to be held on April 26, 2016
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 26, 2016 and to be filed with
the Commission is incorporated by reference into this Item 13.
Item 14. PRINCIPAL ACCOUNTANT 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 26, 2016 and to be filed with
the Commission is incorporated by reference into this Item 14.