Current Report Filing (8-k)
July 30 2019 - 3:39PM
Edgar (US Regulatory)
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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
July 30, 2019
Date of Report (Date of earliest event reported)
BB&T Corporation
(Exact name of registrant as specified in its charter)
_____________________________
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North Carolina
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1-10853
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56-0939887
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(State or other jurisdiction of incorporation)
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(Commission File Number)
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(I.R.S. Employer Identification No.)
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200 West Second Street
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Winston-Salem,
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North Carolina
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27101
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(Address of principal executive offices)
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(Zip Code)
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(
336
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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)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
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Title of each class
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Trading Symbol
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Name of each exchange on which registered
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Common Stock, $5 par value
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BBT
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New York Stock Exchange
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Depositary Shares of Series D Non-Cumulative Perpetual Preferred Stock (1)
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BBT PrD
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New York Stock Exchange
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Depositary Shares of Series E Non-Cumulative Perpetual Preferred Stock (1)
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BBT PrE
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New York Stock Exchange
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Depositary Shares of Series F Non-Cumulative Perpetual Preferred Stock (1)
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BBT PrF
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New York Stock Exchange
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Depositary Shares of Series G Non-Cumulative Perpetual Preferred Stock (1)
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BBT PrG
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New York Stock Exchange
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Depositary Shares of Series H Non-Cumulative Perpetual Preferred Stock (1)
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BBT PrH
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New York Stock Exchange
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(1) Each depositary share represents a 1/1,000th interest in a share of the respective series of preferred stock
Indicate by check mark whether the registrant is an emerging growth company 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
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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.
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ITEM 5.07
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Submission of Matters to a Vote of Security Holders
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Special Meeting of Shareholders
On July 30, 2019, BB&T Corporation ("BB&T") held a special meeting of shareholders (the "BB&T special meeting"). At the BB&T special meeting, shareholders voted on the following matters: (1) approval of the Agreement and Plan of Merger, dated as of February 7, 2019 and amended as of June 14, 2019, entered into by and between SunTrust Banks, Inc. and BB&T (the "BB&T merger proposal"); (2) approval of an amendment to BB&T's articles of incorporation to effect the name change of BB&T to "Truist Financial Corporation" effective only upon the completion of the merger (the "BB&T name change proposal"); and (3) approval of the adjournment of the special meeting, if necessary or appropriate, to solicit additional proxies if, immediately prior to such adjournment, there are not sufficient votes to approve the BB&T merger proposal or to ensure that any supplement or amendment to the accompanying joint proxy statement/prospectus is timely provided to holders of BB&T common stock (the "BB&T adjournment proposal").
A total of 694,075,193 shares of BB&T common stock were present or represented by proxy at the meeting. This represented approximately 90.6% of the shares of BB&T common stock that were outstanding and entitled to vote at the BB&T special meeting, constituting a quorum for all matters to be presented at the BB&T special meeting.
The proposals listed above are described in detail in the joint proxy statement/prospectus filed by BB&T with the Securities and Exchange Commission on June 19, 2019. The results of the shareholders' votes are reported below:
Proposal 1: BB&T Merger Proposal
With respect to the BB&T merger proposal, the votes were as follows:
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Votes FOR
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Votes AGAINST
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Abstentions
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579,416,244
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6,509,522
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2,748,813
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There were 105,394,956 broker non-votes on this proposal.
Proposal 2: BB&T Name Change Proposal
With respect to the BB&T name change proposal:
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Votes FOR
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Votes AGAINST
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Abstentions
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662,069,700
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26,854,992
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5,149,344
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There were no broker non-votes on this proposal.
Proposal 3: BB&T Adjournment Proposal
With respect to the BB&T adjournment proposal:
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Votes FOR
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Votes AGAINST
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Abstentions
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538,824,908
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46,058,279
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3,796,949
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There were 105,394,956 broker non-votes on this proposal.
With respect to the BB&T adjournment proposal, although the vote was taken, no motion to adjourn was made because the BB&T merger proposal had passed.
On July 30, 2019, BB&T issued a press release announcing that BB&T's shareholders approved the BB&T merger proposal and the BB&T name change proposal. A copy of the press release is attached hereto as Exhibit 99.1.
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ITEM 9.01
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Financial Statements and Exhibits
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Exhibit No.
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Description of Exhibit
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Press release dated July 30, 2019
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101.INS
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XBRL Instance Document – the instance document does not appear in the interactive data file because its XBRL tags are embedded within the inline XBRL document.
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101.SCH
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XBRL Taxonomy Extension Schema.
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101.CAL
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XBRL Taxonomy Extension Calculation Linkbase.
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101.LAB
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XBRL Taxonomy Extension Label Linkbase.
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101.PRE
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XBRL Taxonomy Extension Presentation Linkbase.
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101.DEF
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XBRL Taxonomy Definition Linkbase.
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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.
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BB&T CORPORATION
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(Registrant)
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By:
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/s/ Cynthia B. Powell
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Cynthia B. Powell
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Executive Vice President and Corporate Controller
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(Principal Accounting Officer)
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Date:
July 30, 2019
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