Document
 
 
 


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
 
April 24, 2018
Date of Report (Date of earliest event reported)

BB&T Corporation
(Exact name of registrant as specified in its charter)
 
Commission file number: 1-10853
_____________________________
North Carolina
56-0939887
(State of incorporation)
(I.R.S. Employer Identification No.)
  
200 West Second Street
 
Winston-Salem, North Carolina
27101
(Address of principal executive offices)
(Zip Code)
(336) 733-2000
(Registrant's telephone number, including area code)
_____________________________

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))

Indicate by check mark whether the registrant is an emerging growth company as defined in as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).    Emerging growth company ¨
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨


 
 
 



ITEM 5.07
Submission of Matters to a Vote of Security Holders

Annual Meeting

On April 24, 2018, BB&T Corporation (“BB&T” or the “Corporation”) held its 2018 Annual Meeting of Shareholders (the “Annual Meeting”). A total of 688,420,233 of the Corporation’s shares of common stock were present or represented by proxy at the meeting. This represented approximately 88.6% of the Corporation’s 777,360,658 shares of common stock that were outstanding and entitled to vote at the Annual Meeting. At the Annual Meeting, BB&T shareholders voted on five proposals and cast their votes as described below. The proposals are described in the 2018 Proxy Statement.
 
Proposal 1:
Election of Directors
 
Each of the individuals named below was elected to serve as a director of the Corporation for a one-year term expiring at the 2019 Annual Meeting of Shareholders:
Name
 
Votes FOR
 
Votes AGAINST
 
Abstentions
Jennifer S. Banner
 
567,424,065
 
11,605,825
 
2,028,860
K. David Boyer, Jr.
 
576,536,421
 
2,382,407
 
2,139,921
Anna R. Cablik
 
559,073,065
 
16,073,416
 
5,912,269
I. Patricia Henry
 
575,813,848
 
3,087,160
 
2,157,743
Eric C. Kendrick
 
525,239,824
 
53,563,440
 
2,255,486
Kelly S. King
 
560,280,950
 
18,365,882
 
2,421,618
Louis B. Lynn, Ph.D.
 
567,576,740
 
11,406,035
 
2,087,475
Charles A. Patton
 
576,362,976
 
2,499,653
 
2,207,621
Nido R. Qubein
 
530,062,423
 
48,704,683
 
2,303,144
William J. Reuter
 
573,457,517
 
5,445,516
 
2,158,449
Tollie W. Rich, Jr.
 
571,844,578
 
6,962,177
 
2,262,927
Christine Sears
 
576,802,536
 
2,122,502
 
2,144,643
Thomas E. Skains
 
576,662,633
 
2,109,170
 
2,297,878
Thomas N. Thompson
 
559,241,832
 
19,535,153
 
2,292,379

There were 107,361,483 broker non-votes for each director on this proposal.

Proposal 2:
Ratification of Auditors

Shareholders ratified the reappointment of PricewaterhouseCoopers LLP as the Corporation’s independent registered public accounting firm for 2018.
Votes FOR
 
Votes AGAINST
 
Abstentions
667,720,888
 
18,664,713
 
2,034,632

There were no broker non-votes for this proposal.

Proposal 3:
Advisory Vote Regarding BB&T’s Executive Compensation Program

Shareholders approved BB&T’s executive compensation program, as described in the Corporation’s 2018 Proxy Statement.
Votes FOR
 
Votes AGAINST
 
Abstentions
539,557,803
 
34,176,778
 
7,289,448

There were 107,396,204 broker non-votes for this proposal.

Proposal 4:
Approval of an Amendment to BB&T’s bylaws eliminating supermajority voting provisions

Shareholders approved the amendment to BB&T’s bylaws eliminating supermajority voting provisions. On April 24, 2018, the Corporation’s Board of Directors amended its bylaws to reflect these changes. A copy of the amended and restated bylaws is attached hereto as Exhibit 3(i).

Votes FOR
 
Votes AGAINST
 
Abstentions
569,062,672
 
8,413,305
 
3,594,273

There were 107,349,983 broker non-votes for this proposal.

Proposal 5:
Shareholder Proposal to Decrease the Percentage Ownership Required to Call a Special Shareholder Meeting

Shareholders did not approve the proposal regarding special shareholder meetings.
Votes FOR
 
Votes AGAINST
 
Abstentions
270,114,667
 
306,135,615
 
4,817,677

There were 107,352,274 broker non-votes for this proposal.


ITEM 9.01
Financial Statements and Exhibits
(d)
Exhibits
Exhibit No.
 
Description of Exhibit
 
Amended and Restated Bylaws of BB&T Corporation, effective April 24, 2018






S I G N A T U R E
 
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 hereunto duly authorized.
 
 
BB&T CORPORATION
 
(Registrant)
 
 
 
By: /s/ Cynthia B. Powell
 
 
 
Cynthia B. Powell
 
Executive Vice President and Corporate Controller
 
(Principal Accounting Officer)
 
Date: April 24, 2018