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 30, 2019
Date of Report (Date of earliest event reported)

BB&T Corporation
(Exact name of registrant as specified in its charter)
 
_____________________________
North Carolina
1-10853
56-0939887
(State or other jurisdiction of incorporation)
(Commission File Number)
(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 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 30, 2019, BB&T Corporation ("BB&T" or the "Corporation") held its 2019 Annual Meeting of Shareholders (the "Annual Meeting"). A total of 678,832,057 of the Corporation's shares of common stock were present or represented by proxy at the meeting. This represented approximately 88.9% of the Corporation's 763,829,074 shares of common stock that were outstanding and entitled to vote at the Annual Meeting. At the Annual Meeting, BB&T shareholders voted on three proposals and cast their votes as described below. The proposals are described in the 2019 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 2020 Annual Meeting of Shareholders:
Name
 
Votes FOR
 
Votes AGAINST
 
Abstentions
Jennifer S. Banner
 
546,106,289
 
15,590,933
 
1,597,947
K. David Boyer, Jr.
 
559,006,297
 
2,567,063
 
1,727,363
Anna R. Cablik
 
550,219,798
 
11,329,198
 
1,751,727
Patrick C. Graney III
 
559,068,542
 
2,470,088
 
1,763,509
I. Patricia Henry
 
558,268,459
 
3,360,355
 
1,673,325
Kelly S. King
 
544,356,411
 
16,565,938
 
2,380,734
Louis B. Lynn, Ph.D.
 
558,894,325
 
2,641,083
 
1,767,676
Easter A. Maynard
 
559,269,207
 
2,304,413
 
1,729,068
Charles A. Patton
 
559,370,865
 
2,104,519
 
1,823,447
Nido R. Qubein
 
554,995,349
 
6,496,186
 
1,811,409
William J. Reuter
 
557,441,992
 
4,121,086
 
1,739,115
Tollie W. Rich, Jr.
 
556,583,363
 
4,931,809
 
1,787,912
Christine Sears
 
558,699,040
 
2,917,174
 
1,683,227
Thomas E. Skains
 
559,281,830
 
2,280,916
 
1,740,338
Thomas N. Thompson
 
553,113,394
 
8,419,213
 
1,767,265

There were 115,528,972 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 2019.
Votes FOR
 
Votes AGAINST
 
Abstentions
666,911,923
 
10,109,889
 
1,810,243

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 2019 Proxy Statement.
Votes FOR
 
Votes AGAINST
 
Abstentions
530,420,474
 
27,040,766
 
5,841,843

There were 115,528,972 broker non-votes for this proposal.


SIGNATURE
 
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, 2019