8-KShareholder MattersExhibits & Filings

TRUIST FINANCIAL CORP 8-K Report, Shareholder Vote Results (Apr 24, 2018)

Filed April 24, 2018For Securities:TFCTFC-POTFC-PRTFC-PI

Summary

This 8-K filing from BB&T Corporation (now Truist Financial Corp.) reports on the outcomes of its 2018 Annual Meeting of Shareholders held on April 24, 2018. The meeting saw strong shareholder participation, with approximately 88.6% of outstanding shares represented. Key outcomes include the re-election of all director nominees, ratification of PricewaterhouseCoopers LLP as the independent auditor, and approval of the executive compensation program on an advisory basis. Furthermore, shareholders overwhelmingly approved an amendment to the bylaws to eliminate supermajority voting provisions, a significant governance change. However, a shareholder proposal to decrease the ownership threshold required to call a special meeting did not pass. The filing also notes the inclusion of the amended and restated bylaws as an exhibit.

Key Highlights

  • 1Strong shareholder turnout at the 2018 Annual Meeting, with 88.6% of shares represented.
  • 2All director nominees were successfully elected for a one-year term.
  • 3PricewaterhouseCoopers LLP was ratified as the independent auditor for 2018.
  • 4Shareholders approved BB&T's executive compensation program in an advisory vote.
  • 5A significant governance change was approved: the elimination of supermajority voting provisions in the company's bylaws.
  • 6A shareholder proposal to lower the threshold for calling special meetings was rejected.
  • 7The company's amended and restated bylaws, effective April 24, 2018, were filed as an exhibit.

Frequently Asked Questions

The most significant governance change approved was the elimination of supermajority voting provisions in BB&T's bylaws. This means that certain matters will now require a simple majority vote rather than a higher threshold, potentially making it easier to pass resolutions in the future.

Shareholders voted on an advisory basis regarding BB&T's executive compensation program. The majority voted in favor, indicating general approval of the program as described in the proxy statement. However, a notable number of votes against and abstentions suggest some shareholders may have reservations or questions about the compensation structure.

A shareholder proposal seeking to decrease the percentage of ownership required for shareholders to call a special meeting was not approved by the shareholders. This means the existing requirements to call a special meeting remain in place.

Broker non-votes represent shares held by brokers that did not receive voting instructions from the beneficial owner. These votes are not counted for or against the proposal they pertain to, except in cases where broker non-votes are allowed to be counted towards the quorum. For director elections and most proposals, there were a substantial number of broker non-votes (over 107 million), which means the outcome was determined by votes cast directly by shareholders or by proxy.