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BBT > SEC Filings for BBT > Form 8-K on 2-May-2014All Recent SEC Filings

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Form 8-K for BB&T CORP


2-May-2014

Submission of Matters to a Vote of Security Holders, Financial Statements and Exhibits


ITEM 5.07 Submission of Matters to a Vote of Security Holders

Annual Meeting

On April 29, 2014, BB&T Corporation, a North Carolina corporation (the "Corporation" or "BB&T"), held its 2014 Annual Meeting of Shareholders (the "Annual Meeting") in Winston-Salem, North Carolina. A total of 573,184,598 of the Corporation's shares of Common Stock were present or represented by proxy at the meeting. This represented approximately 80.59% of the Corporation's 711,219,543 shares of Common Stock that were outstanding and entitled to vote at the Annual Meeting. At the Annual Meeting, BB&T shareholders voted on six proposals and cast their votes as described below. The proposals are described in BB&T's definitive proxy statement on Schedule 14A filed with the U.S. Securities and Exchange Commission on March 17, 2014.

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 2015 Annual Meeting of Shareholders:

Name                    Votes FOR  Votes WITHHELD
Jennifer S. Banner     455,207,054   15,104,285
K. David Boyer, Jr.    456,080,741   14,230,598
Anna R. Cablik         400,088,294   70,223,045
Ronald E. Deal         393,195,576   77,115,763
James A. Faulkner      458,443,850   11,867,489
I. Patricia Henry      456,206,040   14,105,299
John P. Howe III, M.D. 456,304,580   14,006,442
Eric C. Kendrick       459,443,107   10,868,232
Kelly S. King          449,887,897   20,423,443
Louis B. Lynn          460,260,186   10,051,153
Edward C. Milligan     458,629,119   11,682,220
Charles A. Patton      460,801,037    9,510,302
Nido R. Qubein         389,563,361   80,747,979
Tollie W. Rich, Jr.    456,958,289   13,353,050
Thomas E. Skains       459,323,071   10,988,269
Thomas N. Thompson     456,617,811   13,693,528

Edwin H. Welch, Ph.D. 457,103,195 13,208,144 Stephen T. Williams 390,560,604 79,750,735

There were 102,799,500 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 2014.

Votes FOR Votes AGAINST Abstentions 555,232,414 14,319,760 3,631,850

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 annual proxy statement.

Votes FOR Votes AGAINST Abstentions 444,216,840 18,979,618 7,158,118

There were 102,799,500 broker non-votes for this proposal.

Proposal 4: Vote to approve an Amendment to BB&T's Articles of Incorporation to implement a majority voting standard in uncontested director elections

Shareholders approved the Amendment to BB&T'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 in uncontested elections, with a plurality voting standard retained for contested director elections. On April 30, 2014, BB&T filed Amended and Restated Articles of Incorporation to reflect these changes. A copy of the Amended and Restated Articles of Incorporation is attached hereto as Exhibit 3(i).

Votes FOR Votes AGAINST Abstentions 461,591,916 3,950,891 4,841,718

There were 102,799,500 broker non-votes for this proposal.

Proposal 5: 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 186,350,581 267,582,119 16,388,789

There were 102,799,500 broker non-votes for this proposal.

Proposal 6: Shareholder proposal relating to recoupment of executive compensation

Shareholders supported the Board of Directors' recommendation, rejecting a shareholder proposal relating to the recoupment of incentive compensation.

Votes FOR Votes AGAINST Abstentions 159,752,970 302,265,311 8,355,645

There were 102,799,500 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, filed April 30, 2014.

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: May 2, 2014

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