8-KLeadership ChangesShareholder Matters

TRUIST FINANCIAL CORP 8-K Report, Executive Changes (Apr 27, 2017)

Filed April 27, 2017For Securities:TFCTFC-POTFC-PRTFC-PI

Summary

This 8-K filing from BB&T Corporation (now Truist Financial Corp. under TFC ticker) details the outcomes of its 2017 Annual Meeting of Shareholders held on April 25, 2017. The primary focus for investors is the shareholder approval of six proposals, including the election of directors, ratification of the independent auditor, and amendments to the company's 2012 Incentive Plan. Notably, shareholders overwhelmingly re-elected all nominated directors and ratified PricewaterhouseCoopers LLP as the auditor. The company also received shareholder approval for its executive compensation program and voted to hold "say-on-pay" votes annually.

Key Highlights

  • 1Shareholders overwhelmingly re-elected all 16 incumbent directors for one-year terms.
  • 2PricewaterhouseCoopers LLP was ratified as the independent registered public accounting firm for 2017.
  • 3BB&T's executive compensation program received shareholder approval in an advisory vote.
  • 4Shareholders approved holding the advisory "say-on-pay" vote on executive compensation annually.
  • 5Amendments to the BB&T 2012 Incentive Plan, including an increase in authorized shares by 6.2 million, were approved by shareholders.
  • 6A shareholder proposal to eliminate supermajority voting provisions in the company's articles and bylaws was approved.

Frequently Asked Questions

This 8-K filing was made to report the results of BB&T Corporation's 2017 Annual Meeting of Shareholders, which included votes on director elections, auditor ratification, executive compensation, and amendments to incentive plans.

No, all 16 incumbent directors were re-elected by a substantial majority of votes, indicating continuity in leadership.

Shareholders approved BB&T's executive compensation program in an advisory vote and also voted in favor of holding these 'say-on-pay' votes on an annual basis.

Yes, a shareholder proposal to eliminate supermajority voting provisions in BB&T's articles and bylaws was approved by shareholders, suggesting a move towards simpler majority rule for certain corporate actions.