Current Report Filing (8-k)
June 29 2015 - 3:23PM
Edgar (US Regulatory)
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
June 23, 2015
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))
ITEM 5.02 Departure of Directors or Certain Officers;
Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On June 23, 2015, the Compensation Committee (the “Compensation
Committee”) of the Board of Directors of BB&T Corporation (“BB&T” or the “Company”) adopted
a Merger Completion Incentive Program (the “Incentive Program”) in regards to BB&T’s pending merger with
Susquehanna Bancshares, Inc. (“Susquehanna”). Under the Incentive Program, an incentive award may be paid upon the
operational conversion of Susquehanna Bank, Susquehanna’s primary banking subsidiary, whereby the computer systems of Branch
Banking and Trust Company (“Branch Bank”), BB&T’s primary banking subsidiary, replace Susquehanna Bank’s
computer systems as the current and primary systems of record for the transactional and accounting data of Susquehanna Bank (the
“Conversion”). The Conversion is expected to occur at least several months following the closing of the merger of Susquehanna
with and into BB&T and Incentive Program awards are wholly conditioned upon the Conversion occurring before June 23, 2016.
The occurrence of the Conversion shall be determined by the Compensation Committee and when making this determination the Compensation
Committee may reduce Incentive Program awards, including to zero, based on the Compensation Committee’s assessment of BB&T’s
then current performance.
Incentive Program awards are being made available to each
member of BB&T’s Executive Management group, which is the Company’s top level of management, and includes Kelly
S. King, Chairman and Chief Executive Officer, and each of the “Named Executive Officers” included in the Summary Compensation
Table of BB&T’s Proxy Statement for its 2015 Annual Meeting of Shareholders. The “Eligible Amount” listed
in the table below is the maximum amount that may be awarded to the Named Executive Officer under the Incentive Program.
Name |
Eligible Amount ($) |
Kelly S. King |
1,030,000 |
Christopher L. Henson |
450,000 |
Ricky K. Brown |
450,000 |
Clarke R. Starnes III |
335,000 |
Daryl N. Bible |
335,000 |
Awards under the Incentive Program may be paid in cash, restricted
stock units (“RSUs”), or a combination thereof, as determined by the Compensation Committee. Any portion of an award
paid in RSUs will be awarded in accordance with the BB&T Corporation 2012 Incentive Plan.
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: June 29, 2015
BB and T (NYSE:BBT)
Historical Stock Chart
From Apr 2024 to May 2024
BB and T (NYSE:BBT)
Historical Stock Chart
From May 2023 to May 2024