UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
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 25, 2017
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 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers |
As noted below, on April 25, 2017, shareholders of BB&T Corporation (the “Corporation” or “BB&T”), approved amendments to the BB&T Corporation 2012 Incentive Plan (“the Plan”). The Compensation Committee and Board of Directors of BB&T previously approved the Plan, subject to shareholder approval. Among other changes, the amendments to the Plan increase the authorized number of shares available for grant under the Plan by 6.2 million.
The Plan is described in the Proposal 5 section of BB&T’s proxy statement for its 2017 Annual Meeting of Shareholders, filed with the Securities and Exchange Commission on March 15, 2017 (“2017 Proxy Statement”). The descriptions of the Plan contained herein and in the 2017 Proxy Statement are qualified in their entirety by reference to the full text of the Plan, a copy of which was filed as Annex B to the 2017 Proxy Statement, and is incorporated by reference herein.
ITEM 5.07 | Submission of Matters to a Vote of Security Holders |
Annual Meeting
On April 25, 2017, BB&T held its 2017 Annual Meeting of Shareholders (the “Annual Meeting”). A total of 717,431,941 of the Corporation’s shares of common stock were present or represented by proxy at the meeting. This represented approximately 88.7% of the Corporation’s 808,517,616 shares of common stock that were outstanding and entitled to vote at the Annual Meeting. At the Annual Meeting, BB&T shareholders voted on six proposals and cast their votes as described below. The proposals are described in the 2017 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 2018 Annual Meeting of Shareholders:
Name | Votes FOR | Votes AGAINST | Abstentions | |||
Jennifer S. Banner | 605,351,057 | 4,335,277 | 2,825,704 | |||
K. David Boyer, Jr. | 607,115,884 | 3,079,371 | 2,316,778 | |||
Anna R. Cablik | 596,683,841 | 10,888,627 | 4,939,570 | |||
James A. Faulkner | 601,247,867 | 9,016,972 | 2,246,115 | |||
I. Patricia Henry | 607,178,390 | 3,009,115 | 2,318,023 | |||
Eric C. Kendrick | 555,709,074 | 53,932,147 | 2,870,772 | |||
Kelly S. King | 595,648,857 | 13,700,126 | 3,162,460 | |||
Louis B. Lynn, Ph.D. | 604,567,219 | 5,460,136 | 2,484,683 | |||
Charles A. Patton | 607,329,179 | 2,808,864 | 2,373,995 | |||
Nido R. Qubein | 554,035,563 | 52,357,725 | 6,118,750 | |||
William J. Reuter | 606,435,585 | 3,629,655 | 2,446,798 | |||
Tollie W. Rich, Jr. | 607,168,005 | 2,912,582 | 2,431,451 | |||
Christine Sears | 607,383,236 | 2,844,766 | 2,284,036 | |||
Thomas E. Skains | 607,401,976 | 2,732,890 | 2,374,738 | |||
Thomas N. Thompson | 598,676,564 | 11,444,647 | 2,390,827 | |||
Stephen T. Williams | 595,282,698 | 14,954,225 | 2,275,115 | |||
There were 104,919,903 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 2017.
Votes FOR | Votes AGAINST | Abstentions | ||
700,148,177 | 15,275,476 | 2,007,070 | ||
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 2017 Proxy Statement.
Votes FOR | Votes AGAINST | Abstentions | ||
569,408,841 | 32,092,412 | 11,000,562 | ||
There were 104,919,903 broker non-votes for this proposal.
Proposal 4: | Advisory Vote on the Frequency of Say on Pay Votes |
Shareholders approved having an advisory vote on BB&T’s executive compensation program every year.
Every Year | Every Two Years | Every Three Years | Abstentions | |||
550,130,548 | 5,035,385 | 50,583,024 | 6,515,998 | |||
There were 104,919,903 broker non-votes for this proposal.
In light of the shareholder vote, and in keeping with the Board’s recommendation on Proposal 4, the Corporation will hold a say-on-pay vote annually until the next vote on the frequency of say-on-pay votes is required (which will be no later than the 2023 Annual Meeting of Shareholders) or until the Board determines that a different frequency for say-on-pay votes is in the best interest of the Corporation and its shareholders.
Proposal 5: | Approval of Amendments to the BB&T 2012 Incentive Plan and Re-Approval of the Plan for Purposes of Internal Revenue Code Section 162(m) |
Shareholders approved the amendments to the BB&T 2012 Incentive Plan and re-approval of the Plan for purposes of Internal Revenue Code Section 162(m).
Votes FOR | Votes AGAINST | Abstentions | ||
572,840,057 | 33,888,395 | 5,782,339 | ||
There were 104,919,903 broker non-votes for this proposal.
Proposal 6: | Shareholder Proposal Requesting the Elimination of Supermajority Voting Provisions in BB&T’s Articles and Bylaws |
Shareholders approved the proposal regarding the elimination of supermajority voting provisions in BB&T’s Articles and Bylaws.
Votes FOR | Votes AGAINST | Abstentions | ||
377,919,695 | 227,986,101 | 6,598,062 | ||
There were 104,919,903 broker non-votes for this proposal.
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 27, 2017