UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
______________
Form 8-K
Current Report
______________
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
April 23, 2013
Date of Report (Date of earliest event reported)
BB&T Corporation
(Exact name of registrant as specified in its charter)
Commission file number : 1-10853
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| North Carolina | 56-0939887 |
| (State of incorporation) | (I.R.S. Employer Identification No.) |
| 200 West Second Street | |
| Winston-Salem, North Carolina | 27101 |
| (Address of principal executive offices) | (Zip Code) |
(336) 733-2000
(Registrant's telephone number, including area code)
______________
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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