UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

(Rule 14A-101)

INFORMATION REQUIRED IN PROXY STATEMENT

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Schedule 14(a) of the

Securities Exchange Act of 1934 (Amendment No.      )

Filed by the Registrant   ☒

Filed by a Party other than the Registrant   ☐

Check the appropriate box:

BB&T Corporation

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

Dear Fellow Shareholder:

You are cordially invited to attend the Annual Meeting of Shareholders of BB&T Corporation at 11:00 a.m. (EDT) on Tuesday, April 30, 2019. This year’s meeting will be held in Charleston, South Carolina at Hibernian Hall, 105 Meeting Street. Shareholders as of the record date of February 20, 2019 are invited to attend.

We are again providing proxy materials to our shareholders through the Internet. This method significantly contributes to our sustainability efforts by lowering the cost of our annual proxy campaign and saving paper. We hope this continues to offer you a convenient way to access our proxy materials. Please read this proxy statement carefully because it contains important information about the matters we will vote on at our annual meeting.

On behalf of the Board of Directors, we would like to thank recently retired director Eric C. Kendrick for his service and support to our company. His business and governance experience has greatly contributed to our company during his sixteen years of service, beginning as a director of Branch Banking and Trust Company and later as a director of BB&T Corporation. We will miss his quality of character and commitment to our vision.

As you probably are aware, on February 7, 2019, BB&T and SunTrust announced a merger of equals. We are very excited about this combination and the opportunities we believe it will provide to our clients, associates, communities and shareholders. We will ask you at another time to vote at a special meeting to approve the transaction. In the meantime, please be assured that our unwavering commitment to our Vision, Mission and Values will continue.

Even if you plan to attend the meeting, we encourage you to vote your shares in advance by following the voting instructions provided. Every vote is important and we look forward to hearing from you.

Sincerely,

Kelly S. King		Anna R. Cablik
Chairman and Chief Executive Officer		Independent Lead Director

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS OF

BB&T CORPORATION

AGENDA

				By Order of the Board of Directors,
				Kelly S. King
				Chairman and Chief Executive Officer

March 19, 2019

TABLE OF CONTENTS

Proxy Statement Summary

PROXY STATEMENT SUMMARY

This summary highlights information contained elsewhere in this proxy statement for BB&T Corporation, which we sometimes refer to as the “Corporation” or “BB&T.” This summary does not contain all the information that you should consider, and you should read this entire proxy statement carefully before you vote. Additional information regarding our 2018 performance can be found in our Annual Report on Form 10-K.

2019 Annual Meeting of Shareholders

Shareholders will vote on the following three proposals:

Shareholders may vote in the following ways:

A proxy that is signed and dated, but which does not contain voting instructions, will be voted as recommended by our Board of Directors on each proposal.

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Proxy Statement Summary

We ask you to consider the following 15 nominees to our Board of Directors. We are proud of the diverse makeup of our Board and the broad experience and dedication of each of our directors. Additional information about each director’s experiences, qualifications, and skills can be found beginning on page 6.

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Proxy Statement Summary

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Proposal 1—Election of Directors

PROPOSAL 1—ELECTION OF DIRECTORS

We are asking you to elect each of the 15 director nominees listed below to serve on our Board of Directors for a one-year term expiring at the Annual Meeting of Shareholders in 2020. Each director nominee will require the affirmative vote of the majority of votes cast to be elected.

Although our Board of Directors expects that each of the nominees will be available for election, if a vacancy in the slate of nominees occurs, it is intended that shares of BB&T common stock represented by proxies will be voted for the election of a substitute nominee, designated by the Board, or the Board may reduce the number of persons to be elected by the number of persons unable to serve.

Each of our nominees has been identified as possessing good business acumen, strength of character, and an independent mind, as well as a reputation for integrity and the highest personal and professional ethics. Sound judgment and community leadership are also important characteristics that our Board members possess. Each nominee additionally brings to us a strong and unique background and set of skills, providing our Board with competence and experience in a wide variety of areas.

One of our Board’s goals is to include members with diverse backgrounds. Our Nominating and Corporate Governance Committee has historically included members both racially and gender diverse, with skills and characteristics that, taken as a whole, the Committee believes will help ensure a strong and effective governing body. The Nominating and Corporate Governance Committee regularly reviews the skillsets and composition of our Board to determine the appropriate skills, qualifications and backgrounds to match our Corporation’s needs.

At BB&T, we are proud of our long commitment to diversity among our associates, members of Executive Management and our Board of Directors. Of our 15 directors, 5 are women, representing 33% of our Board, and approximately 47% of our Board is represented by directors with diverse backgrounds. Moreover, women hold key leadership positions on our Board, such as our Lead Independent Director, our Nominating and Corporate Governance Committee Chair and our Trust Committee Chair.

We are proud of our directors’ devotion to BB&T. Our Board invests a substantial amount of time, effort and energy in planning and executing our strategic plan, founded on our vision, mission and values. Each director is required to be sufficiently familiar with the business of BB&T, including our strategy, financial statements, capital structure, business risks and competition, to facilitate active and effective participation in such meetings. Our Board members have a diverse skillset that demonstrates a variety of expertise that is well suited to oversee the Corporation’s strategy and closely ties to our financial institution and the banking industry as a whole.

While each of our Board members has other professional commitments, no Board member is part of more than two other publicly-traded company boards. We believe that our Board’s commitment to BB&T and diverse skillset helps promote our vision to “Create the Best Financial Institution Possible.” The following chart shows the range of skillsets our directors provide to BB&T.

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Proposal 1—Election of Directors

DIRECTOR SKILLS AND QUALIFICATIONS

Executive Leadership

Public Company Director

Audit Committee Financial Expert Qualified(1)

Accounting

Academia

Corporate Governance

Technology or Cyber- Security

Other Bank Director or Bank Executive Experience

Financial Services

Jennifer S. Banner

K. David Boyer, Jr.

Anna R. Cablik

Patrick C. Graney Ill

I. Patricia Henry

Kelly S. King

Louis B. Lynn, Ph.D.

Easter A. Maynard

Charles A. Patton

Nido R. Qubein

William J . Reuter

Tollie W. Rich, Jr.

Christine Sears

Thomas E. Skains

Thomas N. Thompson

Board Independence Board Tenure Board Diversity

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Proposal 1—Election of Directors

Nominees for Election as Directors for a One-Year Term Expiring in 2020

The names of the nominees for election to our Board of Directors and their principal occupations, experience, and key qualifications and skills are set forth below.

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Proposal 1—Election of Directors

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Proposal 1—Election of Directors

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Proposal 1—Election of Directors

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Proposal 1—Election of Directors

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Proposal 1—Election of Directors

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Corporate Governance Matters

CORPORATE GOVERNANCE MATTERS

The Board of Directors regularly reviews BB&T’s corporate governance program in light of best practices, recent developments and the requirements of applicable laws and regulations.

Shareholders may also request a copy of any of these documents by contacting our Secretary at: BB&T Corporation, 200 West Second Street, Winston-Salem, North Carolina 27101.

Our Corporate Governance Guidelines provide the framework for fulfillment of the Board’s corporate governance duties and responsibilities, taking into consideration corporate governance best practices, recent developments and applicable laws and regulations. The Corporate Governance Guidelines address a number of matters applicable to directors, including director qualification standards and director independence requirements, share ownership guidelines, Board responsibilities, role of the independent Lead Director, retirement, meetings of non-management directors, and director compensation.

Our Board of Directors is committed to maintaining objective, independent oversight of management in upholding its responsibilities to our shareholders and in carrying out the strategic objectives of the Corporation. The value placed on the independence of our directors is seen in our corporate governance documents, board committee charters, annual independence review of our Board members and the role of our lead independent director.

In determining director independence, our Board considers the New York Stock Exchange’s (“NYSE”) bright-line independence criteria and the standards set forth in our Corporate Governance Guidelines. Consistent with NYSE rules, our Board of Directors also broadly considers all other relevant facts and circumstances that bear on the materiality of each director’s relationship with BB&T, including the potential for conflicts of interest, when determining director independence. To assist it in making independence determinations, our Board of Directors has adopted categorical standards which are contained in our Corporate Governance Guidelines. These director independence standards reflect, among other items, the NYSE independence requirements and other applicable laws and regulations related to director independence, and address certain relationships that the Board has determined affect a director’s independence.

The Nominating and Corporate Governance Committee assists the Board by annually evaluating the independence of each prospective and incumbent director using the foregoing standards and such other factors as the Nominating and Corporate Governance Committee deems appropriate, and makes a recommendation to the Board regarding the independence of each such person. As a part of this evaluation process, the Nominating and Corporate Governance Committee considers each director’s occupation, other publicly held company directorships, personal and affiliate transactions with BB&T and its subsidiaries, certain charitable contributions, relationships considered in accordance with our Related Person Transactions Policy, and other relevant direct and indirect relationships that may affect independence. Banking relationships with BB&T or any of its subsidiaries (including deposit, investment, lending and fiduciary) that are conducted in the ordinary course of business on substantially the same terms and conditions as otherwise available to nonaffiliated customers for comparable transactions are not considered material in determining independence.

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After duly considering all such information, our Board of Directors has affirmatively determined that of the 15 members of the Board, the following 13 directors have no disqualifying material relationships with BB&T or its subsidiaries and are independent: Messrs. Boyer, Graney, Lynn, Patton, Reuter, Rich, Skains and Thompson, and Mmes. Banner, Cablik, Henry, Maynard and Sears. The following two directors were deemed not independent due to certain disqualifying relationships with BB&T: Messrs. King and Qubein. Each member of the Audit Committee, the Compensation Committee and the Nominating and Corporate Governance Committee has been determined by the Board to be “independent” in accordance with the requirements of the NYSE and our Corporate Governance Guidelines.

CHAIRMAN OF THE BOARD AND CHIEF EXECUTIVE OFFICER

Our Board of Directors is led by the Chairman. Under our bylaws, the Chairman is elected by the Board and presides over each Board meeting and performs such other duties as may be incident to the office of Chairman. Our bylaws and Corporate Governance Guidelines each provide that the Chairman may also hold the position of Chief Executive Officer. BB&T’s Chairman and Chief Executive Officer is not permitted to serve as a member of any standing Board committee, other than the Executive Committee and the Risk Committee. Our Corporate Governance Guidelines provide that when the position of Chairman of the Board is not held by an independent director, the Board will appoint an independent Lead Director.

It is the Board’s current belief that having a unified Chairman and Chief Executive Officer is appropriate and in the best interests of BB&T and our shareholders. The Board believes that combining the Chairman and Chief Executive Officer roles provides the following advantages to us:

INDEPENDENT LEAD DIRECTOR

Anna R. Cablik serves as the Board’s Lead Director. The role of the Lead Director is to assist the Chairman and the remainder of the Board in ensuring effective governance in overseeing the direction and management of BB&T. The Lead Director serves a two-year term and may serve for one subsequent one-year term at the discretion of the Board. Our Board believes that the Lead Director serves an important corporate governance function by providing separate leadership for the non-management and independent directors. In addition to the formal list of duties performed by our Lead Director, she also meets with regulators, participates in shareholder engagement calls and attends meetings with senior management. A more fulsome discussion of our independent lead director’s responsibilities is found in the following discussion.

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Corporate Governance Matters

Pursuant to BB&T’s Corporate Governance Guidelines, directors are expected to attend all Board meetings, meetings of assigned committees, and annual meetings of shareholders. All of our directors then serving attended the 2018 Annual Meeting of Shareholders.

Our Board of Directors has the following five standing committees: Audit, Compensation, Executive, Nominating and Corporate Governance and Risk. Each of these committees has a written charter available on our website at www.bbt.investorroom.com. It is anticipated that the Board standing committees will perform additional duties that are not specifically set out in their respective charters as may be necessary or advisable in order for us to comply with certain laws, regulations or corporate governance standards. With respect to each standing committee, the current members, the principal functions and the number of meetings held in 2018 are shown below. Also shown below are the responsibilities of our Lead Director.

Each of our Board members attended more than 75% of the aggregate number of Board and Committee meetings on which they served in 2018. In addition, our Board members attend Board skills and training sessions and several other BB&T related events. During 2018, the full Board of Directors held 11 meetings.

Jennifer S. Banner						Chair
K. David Boyer, Jr.*
Anna R. Cablik¨
Patrick C. Graney III
I. Patricia Henry**
Kelly S. King
Louis B. Lynn, Ph.D.
Easter A. Maynard
Charles A. Patton*		Chair
Nido R. Qubein
William J. Reuter										Chair
Tollie W. Rich, Jr.*
Christine Sears
Thomas E. Skains								Chair
Thomas N. Thompson				Chair

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Independent Lead Director

Audit Committee

Compensation Committee

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Executive Committee

Nominating and Corporate Governance Committee

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Risk Committee

Our Board currently consists of 15 directors. While the Board annually evaluates its size and structure, we believe the Board’s current size provides us with certain advantages. Financial institutions face significant regulatory and economic pressure. As a result, substantial time commitments and other demands are required of our directors and executive officers. The size of our Board is an advantage when assigning an appropriate number of members to each committee in order to properly analyze and respond to increasingly complex developments, whether regulatory, economic, or otherwise. The diversity of viewpoints on each committee also allows for more effective challenge to proposals from management and directors. In addition, the number of independent directors aids in maintaining the requisite independence standards of the Audit, Compensation, and Nominating and Corporate Governance Committees. The Board believes that its current size and structure is appropriate to effectively represent the interests of our shareholders.

GENERAL

BB&T’s shareholder engagement program is a robust, year-round process including outreach to shareholders, analysis of results of the annual meeting of shareholders, board deliberations and response, and re-engagement with shareholders. We listen closely to our shareholders to understand their views and address their concerns about, and support for, our executive compensation and corporate governance programs. Our shareholder engagement program encompasses a variety of initiatives, including:

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Corporate Governance Matters

Our shareholder engagement program is complemented by our Investor Relations led investor events, including investor conferences and meetings, earnings calls and in 2018, an Investor Day where members of BB&T’s executive management team gave presentations on financial performance and corporate strategies.

The goals of our shareholder engagement program include, but are not limited to:

We believe that our shareholder engagement program allows Executive Management and the Board to gather information about investor views and priorities and make educated and deliberate decisions that are balanced and appropriate for our diverse shareholder base and that are in the best interests of BB&T. In the past few years, our shareholder engagement outreach helped lead to several executive compensation and corporate governance changes:

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2018 SHAREHOLDER ENGAGEMENT

In both the spring and fall of 2018, we contacted 48 of our 50 largest shareholders representing approximately 46% of our outstanding shares. Similar to prior years, one of the primary topics discussed was our executive compensation program and recent program improvements. Given strong say-on-pay approval votes and positive shareholder feedback received during engagement, the Compensation Committee maintained the key features of our executive compensation program with limited modification, as described in the Compensation Discussion and Analysis section of this proxy statement. In addition to our executive compensation program, we heard from several of our shareholders on the following topics:

Any shareholder or other interested party may contact the Board of Directors or any individual director(s) by written communication mailed to:

Board of Directors

c/o Secretary

BB&T Corporation

200 West Second Street

Winston-Salem, North Carolina 27101

Any proper communication so received will be processed by the Secretary as agent for the Board or any individually named director. Unless, in the judgment of the Secretary, the matter is not intended or appropriate for the Board, the Secretary will prepare a summary of the communication for prompt delivery to the appropriate member(s) of the Board.

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Corporate Governance Matters

Our governance practices promote board effectiveness and shareholder interests as set forth below:

We are very proud of our culture at BB&T, which has been deliberately developed and consistently articulated for more than 40 years. In a rapidly changing and unpredictable world, we believe individuals and organizations need a clear set of fundamental principles to guide their actions. At BB&T, we know our business will, and should, experience constant change. Change is necessary for progress. In any context, our vision, mission and values, are unchanging because these principles are based on basic truths.

We are a mission-driven organization with a clearly defined set of values. We encourage our employees, who we commonly refer to as associates, to have a strong sense of purpose, a high level of self-esteem and the capacity to think

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clearly and logically. We believe a competitive advantage is largely in the minds of our associates, and their capacity to turn rational ideas into actions helps us accomplish our mission: To make the world a better place to live, by:

GENERAL

Ethics matter at BB&T. We believe the ultimate success of BB&T is directly related to the extent that each one of our associates lives and works every day by adhering to our BB&T values. We are keenly focused on always doing what is right in all interactions with our stakeholders—our clients, associates, senior leaders, directors, communities and shareholders. We also value and respect the opinions and insights of associates at all levels throughout the organization. Accordingly, we encourage associates to raise concerns with their managers, and we also provide other channels such as regional associate relations managers, a BB&T Ethics Hotline and our “Raise a Concern” web reporting form. Our Chief Ethics Officer provides reports to the Board of Directors and our Nominating and Corporate Governance Committee, and underscores our commitment to sound ethical practices.

We maintain three separate Board-approved Codes of Ethics that apply to our associates, senior financial officers and Directors. These Codes govern our corporate conduct, and each Code is specifically tailored to recognize the importance of each of these groups in maintaining a strong culture based on our values and adherence to ethical business practices. Any waivers or substantive amendments of the Codes of Ethics applicable to our Directors and certain of our executive officers will be disclosed on our website.

SALES PRACTICES

A key tenet of BB&T’s Mission statement is to help our clients achieve economic success and financial security. Our culture and sales practices are consistent with this philosophy. BB&T Corporation’s risk culture heavily influences the design and emphasis of the sales management programs. Therefore, BB&T Corporation’s compensation and incentive programs are based on balanced performance, with appropriate controls. Sales leaders are held accountable for setting this tone from the top and championing appropriate sales behaviors, and associates are held accountable for executing their daily responsibilities in accordance with BB&T’s Code of Ethics.

We understand it is important to our shareholders that we conduct our mission in a sustainable manner, promote positive social efforts, and implement transparent governance practices. As part of our commitment to this area of increasing interest to our shareholders and the communities we serve, in 2018 we appointed a Chief Corporate Social Responsibility Officer to help focus our efforts on these important issues.

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Corporate Governance Matters

We’ve shown our commitment to being responsible corporate citizens through programs such as the following:

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Our full Corporate Social Responsibility Report is on our website at https://bbt.investorroom.com/corporate-social-responsibility. This publication highlights our endeavors to act as good stewards of the natural resources entrusted to us and to promote the well-being of our associates and communities.

The Nominating and Corporate Governance Committee is responsible for selecting as director candidates individuals who demonstrate the highest personal and professional integrity, have demonstrated exceptional ability and judgment and who are expected to be the most effective in serving the long-term interests of BB&T and its shareholders.

Director nominees are recommended to the Board of Directors by the Nominating and Corporate Governance Committee. The Nominating and Corporate Governance Committee considers candidates submitted by directors and shareholders, subject to the requirements set forth below, and it may consider candidates submitted by a third-party search firm hired for the purpose of identifying director candidates. As evidenced by the composition of our Board, the Nominating and Corporate Governance Committee strives to include director candidates who are racially and gender diverse, with skills and characteristics that, taken as a whole, will help ensure a strong and effective governing body.

The Nominating and Corporate Governance Committee conducts an extensive due diligence process to review potential director candidates and their individual qualifications, and all such candidates, including those submitted by shareholders, will be evaluated by the Nominating and Corporate Governance Committee using the Board membership criteria described below. The Nominating and Corporate Governance Committee then reports to the Board its recommendations concerning each director nominee. The Board considers the Nominating and Corporate Governance Committee’s recommendations when appointing directors and selecting director nominees to be submitted by BB&T to shareholders for approval at the annual meeting of shareholders.

DIRECTOR QUALIFICATIONS

A director candidate is nominated to stand for election based on his or her professional experience, strategic insights, recognized achievement in his or her respective field, an ability to contribute to our business, experience in risk management, and the willingness to make the commitment of time and effort required of a BB&T director over an extended period of time. A director must be “financially literate,” as defined by the Board, and should understand the intricacies of a public company. A director should possess good judgment, strength of character, and an independent mind, as well as a reputation for integrity and the highest personal and professional ethics.

As evidenced by the composition of our Board, the Nominating and Corporate Governance Committee is committed to diversity and considers a variety of factors to ensure that the overall composition of our Board is appropriate, such as occupational and geographic diversity, race, gender and age. An important goal of the Board is to include members with diverse backgrounds, skills, and characteristics that, taken as a whole, will help ensure a strong and effective governing body. The Nominating and Corporate Governance Committee annually assesses these factors in the director selection and nomination process.

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DIRECTOR CANDIDATES RECOMMENDED BY SHAREHOLDERS

Pursuant to our Corporate Governance Guidelines, the Nominating and Corporate Governance Committee also will consider qualified director nominees recommended in writing by shareholders when such recommendations are submitted with the information set forth in Article II, Section 10 of the Corporation’s bylaws and policies regarding director nominations. The written notice must include the following information:

The written notice also must be submitted in accordance with the general procedures for shareholder nominations (including deadlines for the notice to be received by the Secretary), which are summarized under the caption “Voting and Other Information-Proposals for 2020 Annual Meeting of Shareholders” below. Shareholders may submit, in writing, the names and qualifications of potential director nominees to the Secretary, BB&T Corporation, 200 West Second Street, Winston-Salem, North Carolina 27101, for delivery to the Chair of the Nominating and Corporate Governance Committee for consideration.

Our articles of incorporation require each director to be elected by the majority of the votes cast at a meeting of shareholders. Under our Director Resignation Policy, any director nominee who receives a greater number of votes “against” than votes “for” such election shall tender his or her resignation to the Board. The Nominating and Corporate Governance Committee will then consider all of the relevant facts and circumstances and recommend to the Board whether to accept, reject or otherwise act with respect to such resignation. The Board will act on the Nominating and Corporate Governance Committee’s recommendation within 130 days following certification of the shareholder vote and will publicly disclose its decision within this 130-day timeframe. A director whose resignation is under consideration will abstain from participating in any recommendation or decision regarding that resignation. If a director’s resignation is not accepted, the director will continue to serve for the remainder of his or her term.

Currently, pursuant to North Carolina law and our bylaws, an incumbent director who is not re-elected remains in office until the director’s successor is elected and qualified or until his or her earlier resignation or removal. Our current Director Resignation Policy addresses this “holdover” issue by requiring any director who does not receive the requisite affirmative majority of the votes cast for his or her re-election to tender his or her resignation to the Board.

Our Board Skills and Training Program provides a formal framework designed to support the directors’ performance of their responsibilities as members of the Board and Board Committees. The courses are provided by both in-house experts and outside consultants on a wide range of topics to enhance the directors’ knowledge in areas important in carrying out their responsibilities as directors. Courses of general application are offered to the full Board while others are tailored to the specific requirements of the various Board Committees. The directors’ participation is considered by the Nominating and Corporate Governance Committee in its annual evaluation of their performance. The courses offered through our training program are in addition to courses in which our Board members regularly participate in order to maintain professional credentials, including courses related to ethics.

Newly elected directors undergo an extensive Board and Committee orientation process. We view the Board and Committee orientation process as a means to impart substantive knowledge, and also to further our directors’ understanding of our culture and the Board’s role in determining the Corporation’s culture and overseeing management’s assurance of corporate integrity. Our Chief Corporate Governance Officer facilitates a detailed Board orientation session. These sessions

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review the Corporation’s culture, including Codes of Ethics founded on our vision, mission and values, strategic objectives and planning, risk management matters, and our corporate governance program. Additional topics included in the orientation session include the Corporation’s business structure, including regulatory oversight, laws governing directors’ duties and conduct, securities law policies, and liability insurance coverage. Sessions to integrate the new director into the team structure of the Board are also provided. Additionally, new directors and rotating directors each attend an orientation of the Committee(s) on which they serve, which covers in detail the operation and duties of the relevant Committee as well as their substantive business.

We have a strong record of Board refreshment, which is integral to effective governance. While we greatly value the insight of our longer tenured directors and their detailed understanding of BB&T’s business and the banking industry, we do recognize the ongoing need to consider new director candidates who can provide new viewpoints. As a result, we believe that it is important to a board’s oversight role to have an appropriate balance between experienced directors and less tenured directors. Since 2013, we have elected eleven new Board members, while seeing several directors retire from our Board voluntarily or as a result of our mandatory age limit. Currently, 53% of our directors have a tenure of six years or fewer, including two directors elected in 2018. This director refreshment has brought to the Board new capabilities, experience and perspectives. Over the next few years, we expect continued Board turnover, as our bylaws require directors to retire at the end of the year in which they turn 75 years of age, although a director may voluntarily elect to retire earlier. The average age of our director nominees is 65 years, and we currently have five director nominees who are at least 70 years old. The Board will continue to engage in regular discussion of upcoming vacancies and potential candidates in keeping with its governance responsibilities.

In January 2019, the Board amended the Bylaws to increase the mandatory retirement age from 72 to 75. In doing so, the Board considered the ability to retain expertise and support continuity while maintaining the Board’s strong diversity and independence, as well as public company trends regarding mandatory retirement ages and/or more flexible retirement policies, peer practice and shareholder feedback. The Board also encourages refreshment at the Committee level and annually considers Committee changes. In 2019, for example, new Committee Chairs include Jennifer S. Banner (Nominating and Corporate Governance) and I. Patricia Henry (Trust). New Committee members include Louis B. Lynn, Ph.D. (Audit); and Jennifer S. Banner, Patrick C. Graney III and Easter A. Maynard (Compensation and Nominating and Corporate Governance). We have also appointed Anna R. Cablik as our new independent Lead Director.

BOARD SELF-EVALUATIONS

On an annual basis, our Board of Directors evaluates its effectiveness over the preceding year. Each director is expected to participate in the evaluation process. The evaluation process is managed by our Nominating and Corporate Governance Committee with assistance from our Secretary. During our Board evaluation process, directors are presented with a written questionnaire designed to illicit constructive feedback from each director about his or her individual service and each committee to which that director is assigned. Responses received from each director are discussed with the full Board as well as each standing Committee in executive sessions. This feedback is used to improve procedures and policies and, as appropriate, is discussed with members of Executive Management to improve efficiencies and effectiveness.

Management succession planning is a priority of the Board of Directors. Our Corporate Governance Guidelines provide that the Board of Directors is responsible for ensuring that we have developed an Executive Management succession plan, including procedures for Chief Executive Officer selection in the event of an emergency or the retirement of the CEO. This plan is reviewed and evaluated by the Board at least annually. The Lead Director facilitates the Board’s review and evaluation of our Executive Management succession plan. As part of the plan, our Chairman and CEO makes available his recommendations and evaluations of potential successors, along with a review of any development plans of such individuals. This process establishes procedures for planning and responding to events involving an absence of the CEO, whether for the short- or long-term, and allows the Board to exercise its judgment and discretion with regard to the selection of a new CEO.

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The Board of Directors oversees BB&T’s political strategy, political contributions and lobbying expenses. BB&T periodically participates in policy debates on issues to support our interests and sponsors employee political action committees, or PACs, which allow associates to voluntarily pool their financial resources to support federal and state candidates who support legislation important to us, and our shareholders, clients and communities. All PAC expenditures are a matter of public record and are available for review on the websites of the Federal Election Commission and various state election offices. It is our policy not to use corporate funds to make contributions to political candidates, political parties or political committees organized for the advancement of political candidates, including Super PACs.

The Audit Committee oversees a policy that governs the reporting of:

We have engaged an independent service provider to receive and track all such complaints. Any verified complaint is referred to our General Counsel, who is responsible for reviewing those complaints in accordance with our whistleblower procedures and reporting all relevant information regarding the nature of the complaint to the Audit Committee. The General Counsel investigates or causes to be investigated all matters referred pursuant to this policy and maintains a record of such complaints that includes the tracking of the receipt of their referral, investigation and resolution. Generally, if such a complaint is raised by an attorney in our legal department, then the complaint will be referred to our Chief Executive Officer. The General Counsel (or the Chief Executive Officer, as the case may be) periodically prepares a summary report of such complaints for the Audit Committee, which oversees the consideration of all reported complaints covered by this policy. The telephone number for reporting complaints as described in this section is 800-432-1911.

One of the Board’s most important and vital functions is to provide oversight, guidance and direction as to BB&T’s long-term strategy. Accordingly, in the first quarter and third quarter of each year, management provides to the Board a detailed report on our strategic plan, goals and initiatives for the upcoming year and/or our progress on those initiatives. The process includes an independent risk assessment to ensure all strategic activities are consistent with the Board-approved risk appetite parameters. Before it is approved, the Board engages in thorough and detailed discussions and deliberations over the strategic plan. The plan also includes reporting on management’s success in executing on the prior year’s strategic plan to ensure accountability.

Our vision, mission and values are the foundation for the risk management framework utilized at BB&T and therefore serve as the basis on which the risk appetite and risk strategy are built. Our Risk Management Organization (RMO) provides independent oversight and guidance for risk-taking across the enterprise. In keeping with the belief that consistent values drive long-term behaviors, our RMO has established the following risk values which guide principles of associates’ day-to-day activities:

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Corporate Governance Matters

As illustrated below, we execute on our risk values through a risk management framework based on the following “three lines of defense:”

Beginning in 2019, BB&T bolstered its three line of defense model with the introduction of 2nd Line of Defense Chief Risk Officers for each business segment and 1st Line of Defense Business Unit Risk Managers. The Chief Risk Officers for each business segment serve as the second line of defense independent oversight function to aggregate, integrate, and correlate all risks that occur within the business segments. As the centralized first line risk function for each Executive Manager, the Business Unit Risk Manager ensures focus for the business unit pertaining to risk and controls by providing oversight and governance regarding its control environment.

We place significant emphasis on risk management and maintain a separate Board-level Risk Committee which oversees risk reporting to the Board of Directors and functions as a significant part of our risk management framework. Among its responsibilities, the Risk Committee monitors our risk profile, approves risk appetite statements, and provides input to management regarding our risk appetite and risk profile.

The RMO is led by the Chief Risk Officer (CRO) and is responsible for facilitating effective risk management oversight, measurement, monitoring, reporting, and consistency. The CRO has direct access to our Board of Directors and Executive Management to communicate any risk issues (current or emerging) as well as the performance of the risk management activities throughout the enterprise. The CRO also chairs the Risk Management Committee (RMC), which provides oversight on a fully integrated view of risks across our organization, including strategic, compliance, credit, liquidity, market, operational, and reputation risks.

INFORMATION SECURITY AND CYBERSECURITY

We are committed to protecting personal and financial information, and our Board of Directors and Executive Management team devote a significant amount of time to information security and cybersecurity risks. Members of the Risk Committee of the Board receive regular reports from our CRO related to information technology and information security, including potential risks to our Company. The Risk Committee may retain these reports, meet throughout the year with risk management advisors, and discuss with Executive Management any recommendations received. In addition, two members of our Board of Directors (Ms. Banner and Mr. Boyer) have cybersecurity/technology experience.

The Chief Information Security Officer meets at least quarterly with the Board to provide updates on cybersecurity and information security risk, and the Board annually reviews and approves our Information Security Program and Information Security Policy. The Information Security Committee is an internal committee created to ensure that members of Executive Management overseeing multiple business units actively understand information security protections and associated risks. The Information Security Committee engages in key decisions to help set direction for information security strategy, as well as understand and prioritize information security capabilities and associated risk remediation.

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Proposal 2—Ratification of the Appointment of Our Independent Registered Public Accounting Firm

PROPOSAL 2—RATIFICATION OF THE APPOINTMENT OF OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

RESPONSIBILITIES

The Audit Committee is directly responsible for the appointment, compensation, retention and oversight of our independent registered public accounting firm. To execute on this responsibility, the Audit Committee engages in a comprehensive annual evaluation of the independent registered public accounting firm’s qualifications, performance and independence. The Audit Committee has carefully considered the selection of PricewaterhouseCoopers LLP (“PwC”) as the independent registered public accounting firm to audit and report on the consolidated financial statements of BB&T and the effectiveness of our internal control over financial reporting.

SHAREHOLDER RATIFICATION

Our shareholders are being asked to ratify the appointment of PwC for 2019 because we value our shareholders’ views on our independent registered public accounting firm and as a matter of good corporate governance. Representatives of PwC are expected to be present at the Annual Meeting, will have an opportunity to make a statement if they so desire and are expected to be available to respond to questions posed by the shareholders. If shareholders do not ratify the decision of the Audit Committee to reappoint PwC as our independent registered public accounting firm for 2019, the Audit Committee will reconsider its decision.

Fees to Independent Registered Public Accounting Firm

The following table shows the aggregate fees incurred by the Corporation for professional services by PwC for fiscal years 2018 and 2017:

Audit Fees. This category includes fees billed for professional services for the integrated audits of our consolidated financial statements, including the audit of the effectiveness of internal control over financial reporting. This category also includes reviews of our quarterly reports on Form 10-Q, statutory audits or other financial statement audits of subsidiaries, and comfort letters and consents related to SEC registration statements.

Audit-Related Fees. This category includes fees billed for assurance and other services that are reasonably related to the performance of the audits of our consolidated financial statements and effectiveness of internal control over financial reporting that are not reported under the audit fees category above. These services consist of service organization control reports, other attestation engagements traditionally performed by the independent registered public accounting firm, pre-implementation assessments of new accounting standards, due diligence services related to mergers and acquisitions, and audits of our employee benefit plans.

Tax Fees. This category includes fees billed for tax-related services, including tax compliance, tax planning, and tax advice.

All Other Fees. This category includes fees billed for non-audit services and subscription-based services including software licenses, benchmarking services, training, and other advisory services.

The Audit Committee considered the compatibility of the non-audit services performed by, and fees paid to, PwC in 2018 and determined that such services and fees are compatible with the independence of PwC.

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Proposal 2—Ratification of the Appointment of Our Independent Registered Public Accounting Firm

Under the terms of its charter, the Audit Committee must pre-approve all services (including the fees and terms of such services) to be performed for us by our independent registered public accounting firm, subject to a de minimis exception for permitted non-audit services that are approved by the Audit Committee prior to the completion of the audit and otherwise in accordance with the terms of applicable SEC rules. The Audit Committee may delegate authority to subcommittees consisting of one or more members when appropriate, including the authority to grant pre-approvals of audit and permitted non-audit services, as long as the decisions of such subcommittee(s) to grant pre-approvals are presented to the full Audit Committee at its next scheduled meeting. In 2018, all of the services provided by our independent registered public accounting firm were reviewed and approved by the Audit Committee.

The Audit Committee of the Board of Directors is currently composed of five independent directors and operates under a charter adopted by the Audit Committee on January 29, 2019. The SEC and the NYSE have established standards relating to audit committee membership and functions. With regard to such membership standards, the Board has determined that both Christine Sears and Charles A. Patton meet the requirements of an “audit committee financial expert” as defined by the SEC.

The primary duties and responsibilities of the Audit Committee are to monitor: (i) the integrity of the financial statements of the Corporation; (ii) the independent registered public accounting firm’s qualifications and independence; (iii) the performance of the Corporation’s internal audit function and independent auditors; and (iv) compliance by the Corporation with legal and regulatory requirements. While the Audit Committee has the duties and responsibilities set forth above and those set forth in its charter, our management is responsible for the internal controls and the financial reporting process, and the independent registered public accounting firm is responsible for performing an integrated audit of our financial statements and of the effectiveness of our internal control over financial reporting in accordance with standards established by the Public Company Accounting Oversight Board and issuing a report thereon.

In the performance of its oversight function, the Audit Committee has performed the duties required by its charter, including meeting and holding discussions with management, the independent registered public accounting firm and the internal auditor, and has reviewed and discussed the audited consolidated financial statements with management and the independent registered public accounting firm. The Audit Committee has also discussed with the independent registered public accounting firm its views on fraud risks and how it demonstrates its independence and skepticism. Finally, the Audit Committee also has discussed with the independent registered public accounting firm the matters required to be discussed by the Public Company Accounting Oversight Board’s Auditing Standard No. 1301 (Communications with Audit Committees).

The Audit Committee has received the written disclosures and the letters from the independent registered public accounting firm required by applicable requirements of the Public Company Accounting Oversight Board, as currently in effect, regarding the independent registered public accounting firm’s communications with the Audit Committee, and the Audit Committee has discussed with the independent registered public accounting firm its independence. The Audit Committee also has considered whether the provision of any non-audit services by our independent registered public accounting firm is compatible with maintaining the independence of the auditors.

Based upon a review of the reports by, and discussions with, management and the independent registered public accounting firm, and the Audit Committee’s review of the representations of management and the Report of Independent Registered Public Accounting Firm, the Audit Committee recommended to the Board of Directors that the audited financial statements be included in our Annual Report on Form 10-K for the year ended December 31, 2018, filed with the SEC on February 26, 2019.

Submitted by the Audit Committee of the Board of Directors, whose current members are:

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Proposal 3—Advisory Vote to Approve BB&T’s Executive Compensation Program

PROPOSAL 3—ADVISORY VOTE TO APPROVE BB&T’S EXECUTIVE COMPENSATION PROGRAM

Proposal 3 asks shareholders to approve our pay-for-performance executive compensation program. The Compensation Committee and the Board believe that our executive compensation program, as described in the Compensation Discussion and Analysis, reflects a pay-for-performance culture at BB&T that is rooted in our values. The Compensation Committee and the Board believe that the executive compensation program is well designed and effective in aligning the interests of the executives with both the short-term and long-term interests of our shareholders, while reducing incentives for unnecessary and excessive risk taking.

In making a decision on whether to approve our pay practices for our named executive officers, we ask that you consider the description of our executive compensation program provided in the following pages in the “Compensation Discussion and Analysis,” the compensation tables and the accompanying narratives.

The Board strongly supports our executive pay practices and asks shareholders to support our executive compensation program through the following resolution:

“Resolved, that the shareholders approve BB&T’s overall executive compensation program, as described in the Compensation Discussion and Analysis, the compensation tables and the related narratives and other materials in this Proxy Statement.”

Your vote on this proposal, which is required by Section 14A of the Exchange Act, is “advisory” and will serve as a non-binding recommendation to the Board. The Compensation Committee will seriously consider the outcome of this vote when determining future executive compensation arrangements.

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Compensation Discussion and Analysis

COMPENSATION DISCUSSION AND ANALYSIS

The following Compensation Discussion and Analysis discusses how, for 2018, we compensated our named executive officers, which include the Chief Executive Officer, or CEO, and each of the other executive officers named in the 2018 Summary Compensation Table (the named executive officers or “NEOs”). The Compensation Discussion and Analysis is composed of the following sections:

Section 1—Executive Compensation Highlights

Our NEOs include the Chief Executive Officer and each of the other executive officers named in the 2018 Summary Compensation Table. Each NEO is a member of our 13 person Executive Management team that manages and leads BB&T’s operations.

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Compensation Discussion and Analysis

The Compensation Committee structures our overall executive compensation program for Executive Management with an emphasis on long-term, performance-based compensation, based on the following guiding principles:

Our compensation program is designed to align with BB&T’s values and objectives and assist BB&T in supporting its associate value proposition. Specifically, the compensation program is designed to accomplish the following:

The Compensation Committee regularly considers a variety of financial and non-financial metrics when evaluating performance and making compensation decisions. By assessing several quantitative and qualitative metrics over different time periods, the Compensation Committee is able to obtain a broad and accurate assessment of our performance against specific compensation goals and relative to our peer group. In particular, the Compensation Committee views the following metrics as key drivers of sustained and longer-term shareholder value and evaluates BB&T’s performance in these metrics relative to our peer group:

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Compensation Discussion and Analysis

In addition, as outlined below, the Compensation Committee uses four metrics (return on assets, earnings per share, return on common equity and total shareholder return) directly in BB&T’s short- and long-term incentive programs.

In addition to the assessment of these performance metrics, the Compensation Committee also monitors whether our executive compensation program is consistent with the safety and soundness of the Corporation and considers whether our executive compensation program encourages unnecessary or excessive risk taking. The Compensation Committee utilizes an executive risk scorecard through which compensation may be adjusted, if necessary, for risk balancing purposes. See our disclosure under “Executive Risk Scorecard” and “Risk Management” within this Compensation Discussion and Analysis.

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Compensation Discussion and Analysis

Sound Compensation and Governance Practices

The Compensation Committee has implemented strong governance practices that reinforce our principles, support sound risk management and are shareholder-aligned:

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Compensation Discussion and Analysis

2018 Target Pay Program Mix

The significant majority of our executive pay program is performance-based. Approximately 86% of our CEO’s pay is based on performance and approximately 60% is based on long-term performance. In addition, two-thirds of our CEO’s long-term incentive awards vest based on robust performance criteria.

The charts below illustrate target compensation established for 2018 for our CEO, and the average target compensation for our other NEOs. Such compensation consists of base salary, the Annual Incentive Award, and PSU, LTIP, and RSU awards granted in 2018. The charts also show the large percentage of our NEO compensation that is variable and performance-based.

CEO OTHER NEOs

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Compensation Discussion and Analysis

Section 2—Our Executive Compensation Program

2018 Executive Compensation Program Elements

Our executive compensation program is heavily performance-based, with base salary representing the only fixed element. Below are the five primary components of our executives’ current compensation:

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Compensation Discussion and Analysis

Our 2018 Compensation Program Updates

In early 2018, the Compensation Committee made limited modifications to our executive compensation program. These modifications were the result of the Compensation Committee’s comprehensive review of our executive compensation program with the assistance of its independent compensation consultant. In making limited modifications, the Compensation Committee also considered the strong support of our executive compensation program by our shareholders, who approved our say-on-pay proposal with approximately 94% support in 2018. As outlined below, the Compensation Committee’s actions further align our compensation philosophy with shareholders’ interest by placing additional emphasis on pay-for-performance.

Section 3—Our Executive Compensation Program Pay Decisions

Summary of Overall Compensation

The table below summarizes NEO compensation for the 2018 performance year, which consists of base salary, the Annual Incentive Award, RSU and PSU awards granted in 2018, and 2016-2018 LTIP award payments. Additional detail for each of these items follows this table.

2018 COMPENSATION OVERVIEW TABLE

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Compensation Discussion and Analysis

2018 TARGET AWARD OPPORTUNITIES

Each of our NEOs has a target award opportunity for annual and long-term goals, which represents the amount of award received if we achieve the performance goals set by the Compensation Committee. The table below summarizes the award opportunities for 2018 at target level of performance, which remain unchanged from 2017.