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BB&T Corporation (NYSE:BBT) Files An 8-K Submission of Matters to a Vote of Security Holders

BB&T Corporation (NYSE:BBT) Files An 8-K Submission of Matters to a Vote of Security HoldersITEM 5.07

Submission of Matters to a Vote of Security Holders

Annual Meeting

On April 24, 2018, BB&T Corporation (“BB&T” or the “Corporation”) held its 2018 Annual Meeting of Shareholders (the “Annual Meeting”). A total of 688,420,233 of the Corporation’s shares of common stock were present or represented by proxy at the meeting. This represented approximately 88.6% of the Corporation’s 777,360,658 shares of common stock that were outstanding and entitled to vote at the Annual Meeting. At the Annual Meeting, BB&T shareholders voted on five proposals and cast their votes as described below. The proposals are described in the 2018 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 2019 Annual Meeting of Shareholders:

Name

Votes FOR

Votes AGAINST

Abstentions

Jennifer S. Banner

567,424,065

11,605,825

2,028,860

K. David Boyer, Jr.

576,536,421

2,382,407

2,139,921

Anna R. Cablik

559,073,065

16,073,416

5,912,269

I. Patricia Henry

575,813,848

3,087,160

2,157,743

Eric C. Kendrick

525,239,824

53,563,440

2,255,486

Kelly S. King

560,280,950

18,365,882

2,421,618

Louis B. Lynn, Ph.D.

567,576,740

11,406,035

2,087,475

Charles A. Patton

576,362,976

2,499,653

2,207,621

Nido R. Qubein

530,062,423

48,704,683

2,303,144

William J. Reuter

573,457,517

5,445,516

2,158,449

Tollie W. Rich, Jr.

571,844,578

6,962,177

2,262,927

Christine Sears

576,802,536

2,122,502

2,144,643

Thomas E. Skains

576,662,633

2,109,170

2,297,878

Thomas N. Thompson

559,241,832

19,535,153

2,292,379

There were 107,361,483 broker non-votes for each director on this proposal.

Proposal 2:

Ratification of Auditors

Shareholders ratified the reappointment of PricewaterhouseCoopers LLP as the Corporation’s independent registered public accounting firm for 2018.

Votes FOR

Votes AGAINST

Abstentions

667,720,888

18,664,713

2,034,632

There were no broker non-votes for this proposal.

Proposal 3:

Advisory Vote Regarding BB&T’s Executive Compensation Program

Shareholders approved BB&T’s executive compensation program, as described in the Corporation’s 2018 Proxy Statement.

Votes FOR

Votes AGAINST

Abstentions

539,557,803

34,176,778

7,289,448

There were 107,396,204 broker non-votes for this proposal.

Proposal 4:

Approval of an Amendment to BB&T’s bylaws eliminating supermajority voting provisions

Shareholders approved the amendment to BB&T’s bylaws eliminating supermajority voting provisions. On April 24, 2018, the Corporation’s Board of Directors amended its bylaws to reflect these changes. A copy of the amended and restated bylaws is attached hereto as Exhibit 3(i).

Votes FOR

Votes AGAINST

Abstentions

569,062,672

8,413,305

3,594,273

There were 107,349,983 broker non-votes for this proposal.

Proposal 5:

Shareholder Proposal to Decrease the Percentage Ownership Required to Call a Special Shareholder Meeting

Shareholders did not approve the proposal regarding special shareholder meetings.

Votes FOR

Votes AGAINST

Abstentions

270,114,667

306,135,615

4,817,677

There were 107,352,274 broker non-votes for this proposal.

ITEM 9.01

Financial Statements and Exhibits

Exhibit No.

Description of Exhibit

Amended and Restated Bylaws of BB&T Corporation, effective April 24, 2018

S I G N A T U R E

BB&T CORP ExhibitEX-3.I 2 ex3i-restatedbylaws_apr18.htm EXHIBIT 3.I Exhibit BYLAWS OF BB&T CORPORATIONAs Amended and Restated,…To view the full exhibit click here
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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