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.
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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 |
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Exhibit No. |
Description of Exhibit |
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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
