UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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Form 8-K
Current Report
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Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
April 28, 2015
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
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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)
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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 5.07 | Submission of Matters to a Vote of Security Holders |
Annual Meeting
On April 28, 2015, BB&T Corporation, a North Carolina corporation (the “Corporation” or “BB&T”), held its 2015 Annual Meeting of shareholders (the “Annual Meeting”) in Wilson, North Carolina. A total of 610,418,156 of the Corporation’s shares of Common Stock were present or represented by proxy at the meeting. This represented approximately 84.6% of the Corporation’s 720,853,085 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 BB&T’s definitive proxy statement on Schedule 14A filed with the U.S. Securities and Exchange Commission on March 16, 2015.
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 2016 Annual Meeting of Shareholders:
Name | Votes FOR | Votes AGAINST | ABSTENTIONS |
Jennifer S. Banner | 503,925,347 | 4,525,773 | 4,200,425 |
K. David Boyer, Jr. | 502,320,758 | 6,138,568 | 4,192,284 |
Anna R. Cablik | 450,470,044 | 55,703,077 | 6,480,423 |
Ronald E. Deal | 442,444,337 | 64,582,886 | 5,626,321 |
James A. Faulkner | 501,349,167 | 7,147,775 | 4,156,602 |
I. Patricia Henry | 502,550,230 | 5,871,271 | 4,230,736 |
John P. Howe III, M.D. | 493,328,938 | 15,350,326 | 3,973,248 |
Eric C. Kendrick | 495,890,126 | 12,807,757 | 3,955,661 |
Kelly S. King | 491,098,047 | 16,444,828 | 5,110,669 |
Louis B. Lynn, Ph.D. | 495,643,144 | 13,021,825 | 3,998,574 |
Edward C. Milligan | 448,744,329 | 59,758,173 | 4,151,041 |
Charles A. Patton | 504,128,826 | 4,403,052 | 4,121,666 |
Nido R. Qubein | 441,589,542 | 65,422,213 | 5,640,698 |
Tollie W. Rich, Jr. | 495,515,268 | 13,068,491 | 4,069,785 |
Thomas E. Skains | 501,071,608 | 7,432,145 | 4,149,791 |
Thomas N. Thompson | 501,259,485 | 7,245,675 | 4,148,311 |
Edwin H. Welch, Ph.D. | 495,346,444 | 13,345,205 | 3,959,544 |
Stephen T. Williams | 442,678,182 | 65,876,239 | 4,098,264 |
There were 97,764,611 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 2015.
Votes FOR | Votes AGAINST | Abstentions | ||||||||
597,350,392 | 9,260,219 | 3,733,883 |
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 annual proxy statement.
Votes FOR | Votes AGAINST | Abstentions | ||||||||
370,115,855 | 135,590,214 | 6,944,747 |
There were 97,764,611 broker non-votes for this proposal.
Proposal 4: Shareholder proposal regarding BB&T’s political contributions and related policies and procedures
Shareholders supported the Board of Directors’ recommendation, rejecting a shareholder proposal requesting reports with respect to BB&T’s political contributions and related policies and procedures.
Votes FOR | Votes AGAINST | Abstentions | ||||||||
169,402,691 | 327,357,700 | 15,828,003 |
There were 97,764,611 broker non-votes for this proposal.
Proposal 5: Shareholder proposal relating to recoupment of executive compensation
Shareholders supported the Board of Directors’ recommendation, rejecting a shareholder proposal relating to the recoupment of incentive compensation.
Votes FOR | Votes AGAINST | Abstentions | ||||||||
186,040,895 | 318,169,061 | 8,441,526 |
There were 97,764,611 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 30, 2015