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 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)
______________
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
