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EX-3.1 - EXHIBIT 3.1 - TRUIST FINANCIAL CORPex31-amendedbylaws_dec17.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

December 19, 2017
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:
[ ] 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))
Indicate by check mark whether the registrant is an emerging growth company as defined in as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company [  ]
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. [  ]


 
 
 


ITEM 5.03
Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year
(a) On December 19, 2017, the Board of Directors of BB&T Corporation (the “Corporation”) approved and adopted amendments to the Corporation’s Amended and Restated Bylaws (as so amended, the “Bylaws”). In particular, Article II, Section 4 of the Bylaws was amended to permit a special meeting of shareholders to be called at the request of a shareholder, or a group of shareholders, that holds at least 20% of the Corporation’s voting stock, subject to certain notice, information and other requirements set forth in the Corporation’s Bylaws.

The Bylaws were also amended to (1) clarify that shareholders submitting proposals under Article II, Section 14 must comply with the notice and other requirements of Article II, Section 10 and (2) make a clarifying change to Article III, Section 3 of the Bylaws.

The foregoing summary is qualified in its entirety by reference to the Bylaws, a copy of which is attached hereto as Exhibit 3.1 and is incorporated herein by reference.

ITEM 9.01
 
Financial Statements and Exhibits
 
 
 
Exhibit No.
 
Description of Exhibit
3.1
 


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SIGNATURE
 
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/ Daryl N. Bible
 
 
Daryl N. Bible
 
 
Senior Executive Vice President and Chief Financial Officer
 
 
(Principal Financial Officer)
 
Date: December 19, 2017


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