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 |
Corporation (the Corporation or BBT), approved amendments to the
BBT Corporation 2012 Incentive Plan (the Plan). The Compensation
Committee and Board of Directors of BBT previously approved the
Plan, subject to shareholder approval. Among other changes, the
amendments to the Plan increase the authorized number of shares
available for grant under the Plan by 6.2 million.
statement for its 2017 Annual Meeting of Shareholders, filed with
the Securities and Exchange Commission on March 15, 2017 (2017
Proxy Statement). The descriptions of the Plan contained herein
and in the 2017 Proxy Statement are qualified in their entirety
by reference to the full text of the Plan, a copy of which was
filed as Annex B to the 2017 Proxy Statement, and is incorporated
by reference herein.
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ITEM 5.07
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Submission of Matters to a Vote of Security Holders
|
Shareholders (the Annual Meeting). A total of 717,431,941 of the
Corporations shares of common stock were present or represented
by proxy at the meeting. This represented approximately 88.7% of
the Corporations 808,517,616 shares of common stock that were
outstanding and entitled to vote at the Annual Meeting. At the
Annual Meeting, BBT shareholders voted on six proposals and cast
their votes as described below. The proposals are described in
the 2017 Proxy Statement.
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Proposal 1:
|
Election of Directors
|
director of the Corporation for a one-year term expiring at the
2018 Annual Meeting of Shareholders:
|
Name
|
Votes FOR
|
Votes AGAINST
|
Abstentions
|
|||
|
Jennifer S. Banner
|
605,351,057
|
4,335,277
|
2,825,704
|
|||
|
K. David Boyer, Jr.
|
607,115,884
|
3,079,371
|
2,316,778
|
|||
|
Anna R. Cablik
|
596,683,841
|
10,888,627
|
4,939,570
|
|||
|
James A. Faulkner
|
601,247,867
|
9,016,972
|
2,246,115
|
|||
|
I. Patricia Henry
|
607,178,390
|
3,009,115
|
2,318,023
|
|||
|
Eric C. Kendrick
|
555,709,074
|
53,932,147
|
2,870,772
|
|||
|
Kelly S. King
|
595,648,857
|
13,700,126
|
3,162,460
|
|||
|
Louis B. Lynn, Ph.D.
|
604,567,219
|
5,460,136
|
2,484,683
|
|||
|
Charles A. Patton
|
607,329,179
|
2,808,864
|
2,373,995
|
|||
|
Nido R. Qubein
|
554,035,563
|
52,357,725
|
6,118,750
|
|||
|
William J. Reuter
|
606,435,585
|
3,629,655
|
2,446,798
|
|||
|
Tollie W. Rich, Jr.
|
607,168,005
|
2,912,582
|
2,431,451
|
|||
|
Christine Sears
|
607,383,236
|
2,844,766
|
2,284,036
|
|||
|
Thomas E. Skains
|
607,401,976
|
2,732,890
|
2,374,738
|
|||
|
Thomas N. Thompson
|
598,676,564
|
11,444,647
|
2,390,827
|
|||
|
Stephen T. Williams
|
595,282,698
|
14,954,225
|
2,275,115
|
proposal.
|
Proposal 2:
|
Ratification of Auditors
|
LLP as the Corporations independent registered public accounting
firm for 2017.
|
Votes FOR
|
Votes AGAINST
|
Abstentions
|
||
|
700,148,177
|
15,275,476
|
2,007,070
|
|
Proposal 3:
|
Advisory Vote Regarding BBTs Executive Compensation Program
|
described in the Corporations 2017 Proxy Statement.
|
Votes FOR
|
Votes AGAINST
|
Abstentions
|
||
|
569,408,841
|
32,092,412
|
11,000,562
|
|
Proposal 4:
|
Advisory Vote on the Frequency of Say on Pay Votes
|
compensation program every year.
|
Every Year
|
Every Two Years
|
Every Three Years
|
Abstentions
|
|||
|
550,130,548
|
5,035,385
|
50,583,024
|
6,515,998
|
recommendation on Proposal 4, the Corporation will hold a
say-on-pay vote annually until the next vote on the frequency of
say-on-pay votes is required (which will be no later than the
2023 Annual Meeting of Shareholders) or until the Board
determines that a different frequency for say-on-pay votes is in
the best interest of the Corporation and its shareholders.
|
Proposal 5:
|
Approval of Amendments to the BBT 2012 Incentive Plan and
Re-Approval of the Plan for Purposes of Internal Revenue Code Section 162(m) |
Plan and re-approval of the Plan for purposes of Internal Revenue
Code Section 162(m).
|
Votes FOR
|
Votes AGAINST
|
Abstentions
|
||
|
572,840,057
|
33,888,395
|
5,782,339
|
|
Proposal 6:
|
Shareholder Proposal Requesting the Elimination of
Supermajority Voting Provisions in BBTs Articles and Bylaws |
supermajority voting provisions in BBTs Articles and Bylaws.
|
Votes FOR
|
Votes AGAINST
|
Abstentions
|
||
|
377,919,695
|
227,986,101
|
6,598,062
|
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 BB&T Corporation (NYSE:BBT) Recent Trading Information
BB&T Corporation (NYSE:BBT) closed its last trading session down -0.25 at 43.58 with 3,958,174 shares trading hands.
