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EX-3.I - TRUIST FINANCIAL CORPexhibit3i.htm

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 29, 2014

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

______________

 

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 5.07 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