8-KShareholder MattersExhibits & Filings

TRUIST FINANCIAL CORP 8-K Report, Shareholder Vote Results (Apr 28, 2023)

Filed April 28, 2023For Securities:TFCTFC-POTFC-PRTFC-PI

Summary

Truist Financial Corporation (TFC) filed an 8-K report detailing the results of its 2023 Annual Meeting of Shareholders held on April 25, 2023. The meeting saw strong shareholder participation, with approximately 87.68% of outstanding shares present or represented by proxy. Key outcomes include the overwhelming election of all director nominees, the ratification of PricewaterhouseCoopers LLP as the independent auditor for 2023, and shareholder approval of the executive compensation program. Furthermore, shareholders overwhelmingly supported holding the "Say-on-Pay" advisory vote on executive compensation on an annual basis. Conversely, a shareholder proposal seeking an independent Chairman of the Board of Directors was not approved. The report primarily serves to inform investors about the outcomes of these critical shareholder votes.

Key Highlights

  • 1High shareholder turnout at the 2023 Annual Meeting, with approximately 87.68% of shares represented.
  • 2All nominated directors were overwhelmingly elected to serve a one-year term.
  • 3Shareholders ratified the reappointment of PricewaterhouseCoopers LLP as the independent auditor for 2023.
  • 4The Corporation's executive compensation program received shareholder approval via an advisory vote.
  • 5Shareholders strongly endorsed conducting the 'Say-on-Pay' advisory vote on executive compensation annually.
  • 6A shareholder proposal advocating for an independent Chairman of the Board of Directors was not approved by shareholders.

Frequently Asked Questions

The main outcomes were the re-election of all director nominees, the ratification of the company's independent auditor (PricewaterhouseCoopers LLP), approval of the executive compensation program through an advisory vote, and shareholder support for annual 'Say-on-Pay' votes. A proposal for an independent Chairman was not approved.

All director nominees received a substantial majority of 'Votes For' compared to 'Votes Against', with most receiving over 90% of the votes cast in favor of their election. This indicates strong shareholder confidence in the current board composition.

The overwhelming approval for an annual 'Say-on-Pay' vote means shareholders will have a yearly advisory say on the company's executive compensation. This reflects a desire for ongoing shareholder engagement on compensation matters.

The shareholder proposal requesting an independent Chairman of the Board of Directors was not approved, with a significant majority of votes cast against it.