BB&T Corp.'s board seeks shareholder approval to amend the company's bylaws to remove all supermajority voting requirements.
The current bylaws of the Winston-Salem, N.C.-based company require a two-thirds vote from common shareholders to amend a few fundamental corporate governance bylaw provisions, including director terms, board size, director removal, board vacancies and amendment of the bylaws.
BB&T Corp. also received a proposal by shareholder Kenneth Steiner, asking that shareholders owning 10% of BB&T Corp.'s outstanding common stock be given the power to call a special meeting. "Shareowner input on the timing of shareowner meetings is especially important when events unfold quickly and issues may become moot by the next annual meeting. This is important because there could be 15-months or more between annual meetings," according to Steiner's proposal.
The company's board recommended that shareholders vote against the proposal, saying that the current 20% ownership threshold prevents special interest groups with small minority interests from calling a special meeting. The board said it "believes that the existing right for our shareholders to call a special meeting is reasonable to provide an additional mechanism to address important issues."
BB&T Corp.'s proxy statement additionally disclosed a 2017 CEO pay ratio of 150 to 1. CEO Kelly King received about $12.7 million in total compensation that year; the median employee received $84,550.
The company's annual meeting of shareholders will be held April 24.
