8-KShareholder MattersExhibits & Filings

TRUIST FINANCIAL CORP 8-K Report, Shareholder Vote Results (Apr 26, 2024)

Filed April 26, 2024For Securities:TFCTFC-POTFC-PRTFC-PI

Summary

Truist Financial Corporation (TFC) filed an 8-K report on April 25, 2024, detailing the outcomes of its 2024 Annual Meeting of Shareholders held on April 23, 2024. The meeting saw high shareholder participation, with approximately 85.76% of outstanding shares present or represented by proxy. The primary focus of the filing is the voting results on five key proposals, all of which are crucial for understanding shareholder sentiment regarding corporate governance and executive matters. Key outcomes include the overwhelming re-election of all director nominees for one-year terms and the ratification of PricewaterhouseCoopers LLP as the independent auditor for 2024. Shareholders also approved the corporation's executive compensation package on an advisory basis. However, two shareholder proposals, one requesting an annual report on lobbying activities and another seeking a report on board oversight of discrimination-related risks, did not receive majority support.

Key Highlights

  • 1High shareholder turnout at the 2024 Annual Meeting, with 85.76% of shares represented.
  • 2All director nominees were overwhelmingly elected for one-year terms expiring at the 2025 Annual Meeting.
  • 3PricewaterhouseCoopers LLP was ratified as Truist's independent registered public accounting firm for 2024.
  • 4Shareholders provided advisory approval for the Corporation's executive compensation.
  • 5A shareholder proposal requesting an annual report on lobbying activities failed to pass.
  • 6A shareholder proposal concerning board oversight of discrimination risks was also not approved.

Frequently Asked Questions

The main proposals voted on were the election of directors, the ratification of the external auditor, an advisory vote on executive compensation, a shareholder proposal regarding lobbying activities, and a shareholder proposal on board oversight of discrimination risks.

Shareholders approved the Corporation's executive compensation on an advisory basis, with a majority of votes cast in favor.

No, both shareholder proposals, one concerning lobbying activities and the other on board oversight of discrimination risks, did not receive majority support from shareholders.

A total of 1,144,608,190 shares of common stock were present or represented by proxy, which is approximately 85.76% of the outstanding shares entitled to vote.