Summary
This filing is an amendment to a previous 8-K filing by BB&T Corporation (now Truist Financial Corp, TFC), specifically addressing the outcome of a shareholder advisory vote on executive compensation, commonly known as "say-on-pay." The amendment clarifies the frequency at which BB&T will hold these "say-on-pay" votes moving forward. Following the 2011 Annual Meeting of Shareholders, a majority of shareholders voted in favor of holding the "say-on-pay" vote on an annual basis. The Board of Directors has formally determined, based on this shareholder feedback, to implement annual advisory votes on executive compensation until at least the 2017 Annual Meeting, or until a different frequency is deemed more appropriate. This action directly responds to shareholder governance preferences.
Key Highlights
- 1BB&T Corporation (now Truist Financial Corp) filed an 8-K/A amendment on August 28, 2011.
- 2The amendment addresses the outcome of the shareholder vote on the frequency of "say-on-pay" advisory votes.
- 3Shareholders voted in favor of holding "say-on-pay" votes annually.
- 4The Board of Directors accepted the shareholder vote and determined to hold annual "say-on-pay" votes.
- 5The annual "say-on-pay" votes will continue until at least the 2017 Annual Meeting or until a new determination is made.
- 6This filing confirms BB&T's responsiveness to shareholder governance input regarding executive compensation.