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
January 19, 2005
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Date of Report
(Date of Earliest Event Reported)
Synovus Financial Corp.
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(Exact Name of Registrant as Specified in its Charter)
Georgia 1-10312 58-1134883
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(State of Incorporation) (Commission File Number) (IRS Employer
Identification No.)
1111 Bay Avenue, Suite 500, Columbus, Georgia 31901
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(Address of principal executive offices) (Zip Code)
(706) 649-2267
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(Registrant's telephone number,
including area code)
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(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions:
/ / Written communications pursuant to Rule 425 under the Securities
Act (17 CFR 230.425)
/ / Soliciting material pursuant to Rule 14a-12 under the Exchange
Act (17 CFR 240.14a-12)
/ / Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
/ / Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
Item 1.01 Entry into a Material Definitive Agreement.
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Effective January 21, 2005, Synovus Financial Corp.
("Synovus") made restricted stock award grants pursuant to
Synovus' 2002 Long-Term Incentive Plan ("Plan") to the
following executives:
Executive Number of Restricted Shares
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Walter M. Deriso, Jr. 5,845
G. Sanders Griffith, III 5,341
Elizabeth R. James 4,754
Frederick L. Green, III 4,684
Thomas J. Prescott 4,446
Mark G. Holladay 1,976
Calvin Smyre 1,780
The entire restricted stock award will vest three years from
the date of grant if the executive remains employed by
Synovus or a subsidiary of Synovus. The restricted stock
awards were evidenced by a Restricted Stock Award Agreement
in the form filed as Exhibit 10.1 hereto and incorporated by
reference herein, which agreement is the form of Restricted
Stock Award Agreement to be used by Synovus in connection
with restricted stock award grants under the Plan.
Also effective January 21, 2005, Synovus made
performance-based restricted stock award grants pursuant to
the Plan to the following executives:
Executive Number of Performance-Based Restricted Shares
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Richard E. Anthony 63,386
Frederick L. Green, III 26,100
The restricted stock has a seven year performance-based
vesting period which begins January 1, 2005 and ends December
31, 2011. Within 90 days of the beginning of the calendar
year of the vesting period, Synovus' Compensation Committee
will establish an earnings per share performance goal. If the
performance goal for the applicable year is attained, and the
executive remains in the continuous employ of Synovus (or a
subsidiary of Synovus) through December 31 of the applicable
year, then 20% of the restricted stock will vest as of the
date the Compensation Committee determines that the
performance goal was attained for the applicable year. The
performance-based restricted stock awards were evidenced by a
Performance-Based Restricted Stock Award Agreement in the
form filed as Exhibit 10.2 hereto and incorporated by
reference herein,
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which agreement is the form of Performance-Based Restricted
Stock Award Agreement to be used by Synovus in connection
with performance-based restricted stock award grants under
the Plan.
A summary of the material features of the Plan is set forth
in Synovus' Proxy Statement for the 2002 Annual Meeting of
Shareholders filed with the Securities and Exchange
Commission ("SEC") on March 12, 2002. The summary is
qualified in its entirety by reference to the full text of
the Plan which is filed as Exhibit 10.4 to Synovus' Annual
Report on Form 10-K for the year ended December 31, 2001 as
filed with the SEC on March 21, 2002 and incorporated herein
by reference.
Item 5.02 Departure of Directors or Principal Officers; Election of
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Directors; Appointment of Principal Officers.
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On January 19, 2005, Joe E. Beverly, a director of Synovus,
resigned as a director and was elected by the Board of
Directors of Synovus as an advisory director. Mr. Beverly
will continue to serve as Chairman of the Board of Commercial
Bank, a banking subsidiary of Synovus.
Item 9.01 Financial Statements and Exhibits.
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(c) Exhibits
Exhibit No. Description
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10.1 Form of Restricted Stock Award Agreement for
use in connection with the Synovus 2002
Long-Term Incentive Plan
10.2 Form of Performance-Based Restricted Stock
Award Agreement for use in connection
with the Synovus 2002 Long-Term Incentive Plan
10.3 Synovus 2002 Long-Term Incentive Plan
incorporated by reference to Exhibit 10.4
of Synovus' Annual Report on Form 10-K for
the year ended December 31, 2001, as
filed with the SEC on March 21, 2002.
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Signature
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Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, Registrant has caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
SYNOVUS FINANCIAL CORP.
("Registrant")
Dated: January 25, 2005 By:/s/Kathleen Moates
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Kathleen Moates
Senior Deputy General Counsel
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