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BBT > SEC Filings for BBT > Form 8-K on 26-Apr-2013All Recent SEC Filings

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Form 8-K for BB&T CORP


26-Apr-2013

Amendments to Articles of Inc. or Bylaws; Change in Fiscal Year, Submission of Matters


Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in
Fiscal Year

On April 25, 2013, BB&T Corporation, a North Carolina corporation (the "Corporation" or "BB&T"), filed Amended and Restated Articles of Incorporation to change the dividend payment dates of its Series D Non-Cumulative Perpetual Preferred Stock (the "Series D Preferred Stock"), Series E Non-Cumulative Perpetual Preferred Stock (the "Series E Preferred Stock") and Series F Non-Cumulative Perpetual Preferred Stock (the "Series F Preferred Stock" and collectively with the Series D and Series E Preferred Stock, the "Preferred Stock") to conform with the payment date of its Common Stock dividends and conform the record dates on each series of Preferred Stock. A copy of the Amended and Restated Articles of Incorporation is attached hereto as Exhibit 3(i) and is incorporated herein by reference.



Item 5.07 Submission of Matters to a Vote of Security Holders

Annual Meeting

BB&T held its Annual Meeting of Shareholders on April 23, 2013, to consider and vote on the matters listed below. A total of 576,980,904 of the Corporation's shares of Common Stock were present or represented by proxy at the meeting. This represented approximately 82.44% of the Corporation's 699,896,508 shares of Common Stock that were outstanding and entitled to vote at the Annual Meeting.

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 2014 Annual Meeting of Shareholders:

Name                    Votes FOR  Votes WITHHELD
John A. Allison IV     457,606,179   19,210,261
Jennifer S. Banner     466,507,811   10,308,629
K. David Boyer, Jr.    466,228,489   10,587,951
Anna R. Cablik         401,952,649   74,863,791
Ronald E. Deal         407,109,474   69,706,966
James A. Faulkner      456,222,309   20,594,131
I. Patricia Henry      466,057,655   10,758,784
John P. Howe III, M.D. 452,260,466   24,555,974
Eric C. Kendrick       462,189,080   14,627,359
Kelly S. King          452,971,857   23,844,582
Louis B. Lynn          466,066,391   10,750,048
Edward C. Milligan     281,318,034  195,498,405
Charles A. Patton      459,416,179   17,400,260
Nido R. Qubein         406,936,136   69,880,304
Tollie W. Rich, Jr.    460,023,736   16,792,703
Thomas E. Skains       465,388,486   11,427,953
Thomas N. Thompson     465,777,197   11,039,242

Edwin H. Welch, Ph.D. 452,852,808 23,963,631 Stephen T. Williams 401,885,875 74,930,564

There were 100,154,234 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 2013.

Votes FOR Votes AGAINST Abstentions 566,454,436 6,904,614 3,618,384

There were no broker non-votes for this proposal.

Proposal 3: Advisory Vote Regarding BB&T's Overall Pay-For-Performance Executive Compensation Program

Shareholders approved BB&T's overall pay-for-performance executive compensation program, as described in the Corporation's annual proxy statement.

Votes FOR Votes AGAINST Abstentions 431,168,952 37,131,442 8,526,275

There were 100,154,234 broker non-votes for this proposal.

Proposal 4: Shareholder proposal regarding BB&T's political contributions and related policies and procedures

Shareholders supported the Board of Directors' recommendation, rejecting a shareholder proposal requesting reports with respect to BB&T's political contributions and related policies and procedures.

Votes FOR Votes AGAINST Abstentions 186,929,359 261,647,967 28,232,284

There were 100,154,234 broker non-votes for this proposal.

Proposal 5: Shareholder proposal regarding majority voting in director elections

Shareholders approved the shareholder proposal requesting that the Board of Directors initiate the appropriate process to amend the Corporation's articles of incorporation to provide that director nominees shall be elected by the affirmative vote of the majority of votes cast at an annual meeting of shareholders, with a plurality vote standard retained for contested director elections.

Votes FOR Votes AGAINST Abstentions 247,168,434 222,923,413 6,734,822

There were 100,154,234 broker non-votes for this proposal.

Special Meeting

On April 23, 2013 BB&T also held a Special Meeting of shareholders to consider and vote on the matters listed below. A total of 509,397,839 of the Corporation's shares of Common Stock were present or represented by proxy at the meeting, representing approximately 72.64% of the Corporation's 701,250,098 shares of Common Stock that were outstanding and entitled to vote at the Special Meeting. A total of 23,000,000 depositary shares, representing shares of the Corporation's Series D Preferred Stock were present or represented by proxy at the meeting, representing approximately 100% of the Series D Preferred Stock that were outstanding and entitled to vote at the Special Meeting. A total of 45,984,000 depositary shares, representing shares of the Corporation's Series E Preferred Stock were present or represented by proxy at the meeting, representing approximately 100% of the Series E Preferred Stock that were outstanding and entitled to vote at the Special Meeting. A total of 18,000,000 depositary shares, representing shares of the Corporation's Series F Preferred Stock, were present or represented by proxy at the meeting, representing approximately 100% of the Series F Preferred Stock that were outstanding and entitled to vote at the Special Meeting.

Proposal 1: Amendments to the Restated Articles of Incorporation

Shareholders approved amendments to the articles of incorporation of BB&T to change the payment dates of its Preferred Stock dividends to conform with the payment date of its Common Stock dividends and conform the Preferred Stock record dates.

Common Shares:

Votes FOR Votes AGAINST Abstentions 503,801,060 2,114,986 3,481,792

Preferred Shares:

Votes FOR Votes AGAINST Abstentions 85,699,420 801,035 483,545

There were no broker non-votes for this proposal.

Proposal 2: Adjournment of the Special Meeting

Shareholders approved the adjournment of the Special Meeting for any reason.

Common Shares:

Votes FOR Votes AGAINST Abstentions 457,221,333 47,303,942 4,871,445

Preferred Shares:

Votes FOR Votes AGAINST Abstentions 82,638,448 3,486,610 858,942

There were no broker non-votes for this proposal.



Item 9.01 Financial Statements and Exhibits

Exhibit No. Description of Exhibit

3(i) Amended and Restated Articles of Incorporation of BB&T Corporation, effective April 25, 2013.

S I G N A T U R E

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

BB&T CORPORATION
(Registrant)

By: /s/ Cynthia B. Powell

Cynthia B. Powell
Executive Vice President and Corporate Controller
(Principal Accounting Officer)

Date: April 26, 2013

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