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 26, 2016
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.) |
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| 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))
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| ITEM 5.07 | Submission of Matters to a Vote of Security Holders |
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Annual Meeting On April 26, 2016, BB&T Corporation, a North Carolina corporation (the “Corporation” or “BB&T”), held its 2016 Annual Meeting of shareholders (the “Annual Meeting”) in Winston-Salem, North Carolina. A total of 672,485,954 of the Corporation’s shares of Common Stock were present or represented by proxy at the meeting. This represented approximately 86% of the Corporation’s 780,470,501 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 BB&T’s definitive proxy statement on Schedule 14A filed with the U.S. Securities and Exchange Commission on March 16, 2016. 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 2017 Annual Meeting of Shareholders: |
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| Name | Votes FOR | Votes AGAINST | ABSTENTIONS |
| Jennifer S. Banner | 565,315,199 | 7,879,059 | 1,925,372 |
| K. David Boyer, Jr. | 566,836,272 | 6,263,299 | 2,017,830 |
| Anna R. Cablik | 542,947,436 | 27,723,539 | 4,448,655 |
| James A. Faulkner | 560,383,259 | 12,613,786 | 2,122,585 |
| I. Patricia Henry | 565,907,113 | 7,114,708 | 2,097,809 |
| Eric C. Kendrick | 542,077,606 | 28,529,768 | 4,512,256 |
| Kelly S. King | 554,549,276 | 17,751,518 | 2,818,836 |
| Louis B. Lynn, Ph.D. | 546,263,085 | 24,393,537 | 4,463,008 |
| Edward C. Milligan | 565,081,701 | 8,072,714 | 1,964,969 |
| Charles A. Patton | 567,201,640 | 5,850,589 | 2,059,319 |
| Nido R. Qubein | 504,646,999 | 66,683,542 | 3,781,007 |
| William J. Reuter | 565,316,744 | 7,691,226 | 2,111,660 |
| Tollie W. Rich, Jr. | 565,324,779 | 7,720,000 | 2,066,769 |
| Christine Sears | 566,770,726 | 6,451,562 | 1,889,260 |
| Thomas E. Skains | 567,183,134 | 5,910,559 | 2,016,452 |
| Thomas N. Thompson | 544,297,954 | 26,372,389 | 4,441,205 |
| Edwin H. Welch, Ph.D. | 545,416,026 | 25,118,274 | 4,577,248 |
| Stephen T. Williams | 561,329,645 | 11,667,673 | 2,114,229 |
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| There were 97,366,610 broker non-votes for each director on this proposal. |
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| Proposal 2: Ratification of Auditors |
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| Shareholders ratified the reappointment of PricewaterhouseCoopers LLP as the Corporation’s independent registered public accounting firm for 2016. |
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| Votes FOR | Votes AGAINST | Abstentions |
| 658,087,576 | 13,228,958 | 1,168,597 |
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There were no broker non-votes for this proposal. |
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| Proposal 3: Advisory Vote Regarding BB&T’s Executive Compensation Program |
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| Shareholders approved BB&T’s executive compensation program, as described in the Corporation’s annual proxy statement. |
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| Votes FOR | Votes AGAINST | Abstentions |
| 311,220,573 | 258,789,162 | 5,100,992 |
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| There were 97,366,610 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.
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| | BB&T CORPORATION |
| | (Registrant) |
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| | By: /s/ Cynthia B. Powell |
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| | Cynthia B. Powell |
| | Executive Vice President and Corporate Controller |
| | (Principal Accounting Officer) |
Date: April 29, 2016
