Amendment to Articles of Incorporation or Bylaws; Change in Fiscal Year

On December 20, 2016, the Board of Directors (the “Board”) of BB&T Corporation (the “Corporation”) approved and adopted amendments to the Corporation’s Amended and Restated Bylaws (as so amended, the “Bylaws”) to implement proxy access. A new Section 14 has been added to Article II of the Bylaws to permit a shareholder, or a group of up to 20 shareholders, owning 3% or more of the Corporation’s outstanding shares of common stock continuously for at least three years to nominate and include in the Corporation’s annual meeting proxy materials director nominees constituting up to the greater of two individuals or 25% of the Board, provided that the shareholder(s) and the nominee(s) satisfy the requirements specified in the Bylaws and the Corporation receives notice of such nominations as required under 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.

ITEM 9.01

Financial Statements and Exhibits

Exhibit No.

Description of Exhibit

3.1

Amended and Restated Bylaws of BB&T Corporation.