BB Change in Fiscal YearITEM 5.03
Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year
(a) On December 19, 2017, the Board of Directors of BB&T Corporation (the “Corporation”) approved and adopted amendments to the Corporation’s Amended and Restated Bylaws (as so amended, the “Bylaws”). In particular, Article II, Section 4 of the Bylaws was amended to permit a special meeting of shareholders to be called at the request of a shareholder, or a group of shareholders, that holds at least 20% of the Corporation’s voting stock, subject to certain notice, information and other requirements set forth in the Corporation’s Bylaws.
The Bylaws were also amended to (1) clarify that shareholders submitting proposals under Article II, Section 14 must comply with the notice and other requirements of Article II, Section 10 and (2) make a clarifying change to Article III, Section 3 of the Bylaws.
The foregoing summary is qualified in its entirety by reference to the Bylaws, a copy of which is attached hereto as Exhibit 3.1 and is incorporated herein by reference.