Voting and Other Information
|
Votes Required,
Non-Votes,
Abstentions, and Revocations
|
Approval of each proposal other than the election of directors requires a majority of votes cast voting for the proposal.
For the election of directors, each director must receive a majority of votes cast in order to be elected.
A broker or other nominee may generally
vote your shares without instruction on routine matters but not on
non-routine
matters. A broker
non-vote
occurs when your broker submits a proxy for your
shares but does not indicate a vote for a particular
non-routine
proposal (Proposals 1 and 3) because your broker does not have authority to vote on that proposal and has not received specific
voting instructions from you. Broker
non-votes,
as well as abstentions, are not counted as votes cast for or against any of the proposals, and therefore will not affect the outcome of the vote. Holders of our
common stock do not have cumulative voting rights in the election of directors.
The proxy may be revoked by a shareholder at any time before it is
exercised by filing with the Secretary of BB&T an instrument revoking it, filing a duly executed proxy bearing a later date (including a proxy given over the Internet or by telephone), or by attending the meeting and electing to vote in person.
Even if you plan to attend the annual meeting, you are encouraged to vote your shares by proxy.
|
Delivering Proxy Materials
|
We deliver proxy materials primarily through the Internet, in accordance with SEC rules. In addition to reducing the
amount of paper used in producing these materials, this method lowers the costs associated with mailing the proxy materials to shareholders. Shareholders who own BB&T common shares directly and not through a bank, broker or intermediary
(record holders), will have proxy materials or the Notice of Internet Availability of Proxy Materials delivered directly to their mailing address or electronically if they have previously consented to that delivery method. Shareholders
whose shares are held for them by banks, brokerages or other intermediaries (beneficial holders), will have the proxy materials or the Notice of Internet Availability of Proxy Materials forwarded to them by the intermediary that holds
the shares.
If you received only a Notice of Internet Availability of Proxy Materials by mail, you will not receive a printed copy of the proxy
materials unless you request a copy by following the instructions on the notice. The Notice of Internet Availability of Proxy Materials also contains instructions for accessing and reviewing the proxy materials over the Internet and provides
directions for submitting your vote over the Internet.
To reduce the expenses of delivering duplicate proxy materials to shareholders, we rely on
SEC rules that permit us to deliver only one set of applicable proxy materials to multiple shareholders who share an address, unless we receive contrary instructions from any shareholder at that address. All shareholders sharing an address will
continue to receive separate proxy cards based on their registered ownership of BB&T common stock. Any shareholder sharing such an address who does not receive an individual proxy statement, our 2018 Annual Report and our Annual Report on Form
10-K,
may write or call BB&Ts transfer agent as specified below and we will promptly deliver the materials at no cost. For future meetings, a registered shareholder may request separate copies of our proxy
materials or request that we only send one set of these materials if the shareholder is receiving multiple copies, by telephoning our transfer agent at
1-800-213-4314,
or writing the transfer agent at: Computershare Trust Company N.A., P.O. Box 505005, Louisville, KY 40233-5005.
If your shares are held in street name, you may contact Broadridge Investor Communication Solutions, Inc., Householding Department, 51 Mercedes Way, Edgewood, NY 11717 or by calling
1-866-540-7095.
A shareholder may obtain a copy of our 2018
Annual Report and our Annual Report on Form
10-K
for the fiscal year ended December 31, 2018 (including the financial statements and financial statement schedules), without charge by contacting
Computershare at the address above, or their bank, broker or other nominee.
All expenses incurred in this solicitation will be paid by BB&T. In addition to soliciting proxies by mail, over the
Internet and by telephone, our directors, officers and associates, may solicit proxies on behalf of BB&T without additional compensation. We have engaged Georgeson LLC, to act as our proxy solicitor and have agreed to pay it approximately
$20,000 plus reasonable expenses for such services. Banks, brokerage houses and other institutions, nominees and fiduciaries are requested to forward the proxy materials to beneficial holders and to obtain authorization for the execution of proxies.
Upon request, we will reimburse these parties for their reasonable expenses in forwarding proxy materials to beneficial holders.
72
BB&T Corporation
|
2019 Proxy Statement