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 26, 2011
Date of Report (Date of earliest event reported)
BB&T Corporation
(Exact name of registrant as specified in its charter)
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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 (see General Instruction A.2. below):
| ¨ | 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.
BB&T Corporation (the “Corporation” or “BB&T”) held its Annual Meeting of Shareholders on April 26, 2011, to consider and vote on the matters listed below. A total of 562,363,925 of the Corporation’s shares of common stock were present or represented by proxy at the meeting. This represented approximately 81% of the Corporation’s 695,941,310 shares of common stock that were outstanding and entitled to vote at the meeting.
Proposal 1: Election of Directors
The individuals named below were elected to serve as directors of the Corporation for a one-year term expiring at the 2012 Annual Meeting of Shareholders:
| Name | Votes FOR | Votes WITHHELD |
| John A. Allison IV | 450,093,224 | 10,824,795 |
| Jennifer S. Banner | 453,143,690 | 7,774,329 |
| K. David Boyer, Jr. | 453,062,599 | 7,855,420 |
| Anna R. Cablik | 448,337,933 | 12,580,086 |
| Ronald E. Deal | 429,483,637 | 31,434,382 |
| J. Littleton Glover, Jr. | 317,553,817 | 143,364,202 |
| Jane P. Helm | 446,851,157 | 14,066,862 |
| John P. Howe III, M.D. | 453,133,771 | 7,784,248 |
| Kelly S. King | 442,332,646 | 18,585,373 |
| Valeria Lynch Lee | 450,971,406 | 9,946,613 |
| J. Holmes Morrison | 452,434,590 | 8,483,429 |
| Nido R. Qubein | 429,238,101 | 31,679,918 |
| Thomas E. Skains | 448,238,406 | 12,679,613 |
| Thomas N. Thompson | 453,887,646 | 7,030,373 |
| Stephen T. Williams | 411,071,709 | 49,846,310 |
There were 101,445,906 broker non-voteswith respect to each director.
Proposal 2: Re-approval of BB&T’s Short-Term Incentive Plan
Shareholders re-approved the Corporation’s Short-Term Incentive Plan, as described in the Corporation’s proxy statement.
| Votes FOR | Votes AGAINST | Abstentions |
| 374,161,159 | 84,110,987 | 2,645,873 |
There were 101,445,906 broker non-voteswith respect tothis proposal.
Proposal 3: Ratification of Auditors
Shareholders ratified the reappointment of PricewaterhouseCoopers LLP as the Corporation’s independent registered public accounting firm for 2011.
| Votes FOR | Votes AGAINST | Abstentions |
| 552,296,973 | 8,580,558 | 1,486,394 |
There were no broker non-votes with respect to this proposal.
Proposal 4: Advisory Vote Regarding BB&T’s Overall Pay-For-Performance Executive Compensation Program
Shareholders approved BB&T’s overall pay-for-performance executive compensation program, as described in the Corporation’s annual proxy statement.
| Votes FOR | Votes AGAINST | Abstentions |
| 433,741,372 | 20,002,188 | 7,174,459 |
There were 101,445,906 broker non-votes with respect to this proposal.
Proposal 5: Advisory Vote on Frequency of Say on Pay Votes
Shareholders approved the Board of Director’s recommendation and voted to have an advisory vote on BB&T's executive compensation program every year.
| Every Year | Every Two Years | Every Three Years | Abstentions |
| 385,513,180 | 3,876,301 | 66,237,127 | 5,291,411 |
There were 101,445,906 broker non-voteswith respect tothis proposal.
Proposal 6: 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 |
| 128,654,070 | 269,626,548 | 62,637,401 |
There were 101,445,906 broker non-voteswith respect tothis proposal.
Proposal 7: Shareholder Proposal regarding majority voting in director elections
Shareholders supported the shareholder proposal requesting that the Board of Directors initiate the appropriate process to amend the Corporation’s articles of incorporation to provide that director nominees shall be elected by the affirmative vote of the majority of votes cast at an annual meeting of shareholders, with a plurality vote standard retained for contested director elections.
| Votes FOR | Votes AGAINST | Abstentions |
| 264,332,113 | 191,655,786 | 4,930,120 |
There were 101,445,906 broker non-voteswith respect tothis 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 | |
| Name: Cynthia B. Powell | ||
| Title: | Executive Vice President and | |
Corporate Controller (Principal Accounting Officer) | ||
Date: April 29, 2011