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

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

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ITEM 5.02

Departure of Directors or Certain Officers; Election of
Directors; Appointment of Certain Officers; Compensatory
Arrangements of Certain Officers
As noted below, on April 25, 2017, shareholders of BBT
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.
The Plan is described in the Proposal 5 section of BBTs proxy
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.
ITEM 5.07
Submission of Matters to a Vote of Security Holders
Annual Meeting
On April 25, 2017, BBT held its 2017 Annual Meeting of
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.
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
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
There were 104,919,903 broker non-votes for each director on this
proposal.
Proposal 2:
Ratification of Auditors
Shareholders ratified the reappointment of PricewaterhouseCoopers
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
There were no broker non-votes for this proposal.
Proposal 3:
Advisory Vote Regarding BBTs Executive Compensation Program
Shareholders approved BBTs executive compensation program, as
described in the Corporations 2017 Proxy Statement.
Votes FOR
Votes AGAINST
Abstentions
569,408,841
32,092,412
11,000,562
There were 104,919,903 broker non-votes for this proposal.
Proposal 4:
Advisory Vote on the Frequency of Say on Pay Votes
Shareholders approved having an advisory vote on BBTs executive
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
There were 104,919,903 broker non-votes for this proposal.
In light of the shareholder vote, and in keeping with the Boards
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)
Shareholders approved the amendments to the BBT 2012 Incentive
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
There were 104,919,903 broker non-votes for this proposal.
Proposal 6:
Shareholder Proposal Requesting the Elimination of
Supermajority Voting Provisions in BBTs Articles and Bylaws
Shareholders approved the proposal regarding the elimination of
supermajority voting provisions in BBTs Articles and Bylaws.
Votes FOR
Votes AGAINST
Abstentions
377,919,695
227,986,101
6,598,062
There were 104,919,903 broker non-votes for this proposal.
S I G N A T U R E


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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BB&T Corporation (NYSE:BBT) closed its last trading session down -0.25 at 43.58 with 3,958,174 shares trading hands.

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