BB Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

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BB Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

ITEM 5.02

Departure of Directors or Certain Officers; Election of
Directors; Appointment of Certain Officers; Compensatory
Arrangements of Certain Officers
On February 21, 2017, the Compensation Committee (Compensation
Committee) of the Board of Directors of BBT Corporation (BBT),
taking into account shareholder feedback, made significant
changes to its executive compensation program. The Compensation
Committees changes enhance the long-term incentive program as
follows:
Granted PSUs Representing 50% of Equity Awards: In 2017,
50% of the equity awards granted are in the form of
Performance Share Units (PSUs) with the remaining equity
awards granted in the form of Restricted Stock Units
(RSUs).
Eliminated Stock Options: In consideration of shareholder
feedback and to reinforce BBTs focus on PSUs, in 2017 BBT
eliminated the use of stock options.
Included a TSR Payment Modifier in the LTIP: >>The
2017-2019 Long-Term Incentive Performance Award (LTIP)
incorporates a total shareholder return (TSR) modifier that
can increase or decrease payments based on BBTs TSR
performance.
Realigned the Long-Term Incentive Mix:>>For 2017,
two-thirds of long-term incentives (PSUs and LTIP) are
subject to robust performance criteria.
Subjected 50% of Long-Term Incentives to a Performance
Hurdle: For 2017, all long-term incentives are subject to a
performance hurdle and risk-based vesting criteria.
This enhanced mix of the long-term incentive program is
demonstrated by the comparison of 2016 and 2017 target
opportunities set forth below for BBTs Chief Executive Officer,
Kelly S. King. The target opportunities are stated as a
percentage of base salary.
2016 Long-Term Incentives
2017 Long-Term Incentives
Name
LTIP
RSUs
Stock Options
LTIP
RSUs
PSUs
Kelly S. King
%
%
%
%
%
%
Performance Share Units
On February 21, 2017, the Compensation Committee approved a grant
of PSUs to members of BBTs Executive Management team, including
the named executive officers identified in BBTs 2016 Proxy
Statement (excluding Ricky K. Brown who retired effective
December 15, 2016).
The PSUs granted by BBT include the following design features:
Performance Period: Three years
Vesting requirements and forfeiture: Three-year cliff
vesting subject to BBT exceeding a performance hurdle and
adjustment for negative risk outcomes. Before vesting, 50%
of the award is subject to reduction or forfeiture if there
is an aggregate operating loss for the performance period
or if a negative risk outcome occurs.
Performance Metrics:
Return on Common Equity: Payouts will be adjusted based on
BBTs return on common equity (ROCE) performance relative to
BBTs peer group as follows (payout percentages would be
interpolated for results between the 25th>and
62 percentiles).
2017 PSU Performance Matrix*
Level of Achievement
Percentile Performance of BBT ROCE Relative to Peer
Group ROCE
Payout Percent of PSUs
Threshold
25th
50%
Target
50th
50%
Maximum
62 or greater
125%
*
In addition, BBT must first meet or exceed a 3% average
ROCE performance hurdle in order for the payout to be
earned.
If the performance hurdle is met and after calculating the PSU
payouts based on relative ROCE performance, the payouts are then
subject to increase or decrease based on a TSR modifier measuring
BBTs TSR percentile performance relative to BBTs peer group.
Total Shareholder Return Modifier: Payouts calculated based
on relative ROCE performance are subject to a TSR modifier
(increase or decrease) based on BBTs TSR percentile
performance relative to BBTs peer group for the three-year
performance period. Payments under the 2017 PSUs will be
adjusted as follows (modified payments would be
interpolated for results between the 25th and 75th
percentiles):
Percentile Performance of BBT TSR Relative to Peer
Group TSR
TSR Modifier
25th
20% reduction
50th
No adjustment
75th
20% increase*
*
Subject to overall payout cap of 125% of the PSUs.
Maximum Payments: The maximum payout level for the 2017
PSUs is 125% of the PSUs awarded.
No Dividends: Dividends are not paid on unvested PSUs.
The Compensation Committee awarded the following amount of PSUs
to BBTs named executive officers in its 2016 Proxy Statement.
Kelly S. King
Christopher L. Henson
Clarke R. Starnes III
Daryl N. Bible
Performance Share Units
32,928
15,753
12,048
12,048
Long-Term Incentive Performance Award
BBT also further enhanced its LTIP by adding the following design
features:
TSR Modifier: 2017-2019 LTIP Awards are subject to a TSR
modifier based on BBTs TSR percentile performance relative
to its peer group TSR for the three-year performance
period. The 2017-2019 LTIP will continue to measure and
reward BBTs ROCE performance relative to BBTs peer group
over the three-year performance period. Payments are
subject to increase or decrease in an identical manner as
the 2017 PSUs with an overall payment cap of 125% of the
target award.
Vesting and Forfeiture: Three-year cliff vesting subject to
BBT exceeding a performance hurdle and adjustment for
negative risk outcomes. Before vesting, 50% of the award is
subject to reduction or forfeiture if there is an aggregate
operating loss for the performance period or if a negative
risk outcome occurs.
Other 2017 Compensation Decisions
No Salary Increases: The Compensation Committee made no
increases in base salaries for BBTs named executive
officers in its 2016 Proxy Statement.
No changes to RSU terms and conditions: The RSUs granted in
2017 have identical terms and conditions as the 2016 RSU
grants. RSUs continue to be subject to a performance hurdle
and adjustment for negative risk outcomes.
The changes described above will be discussed in more detail in
BBTs 2017 Proxy Statement, which is expected to be filed in March
2017.


About BB&T Corporation (NYSE:BBT)

BB&T Corporation is a financial holding company. The Company conducts its business operations primarily through its bank subsidiary, Branch Banking and Trust Company, and other nonbank subsidiaries. Its segments include Community Banking, which offers a range of loan and deposit products and other financial services; Residential Mortgage Banking, which retains and services mortgage loans originated by Community Banking, as well as those purchased from various correspondent originators; Dealer Financial Services, which originate loans to consumers on a prime and nonprime basis for the purchase of automobiles; Specialized Lending, which consists of business units and subsidiaries that provide finance products to consumers and businesses; Insurance Services, which provide property and casualty, employee benefits and life insurance to businesses and individuals; Financial Services, which provide asset management, corporate trust services and others, and Other, Treasury and Corporate

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