TFC 8-K
Truist Financial Corp (TFC)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form
Current Report
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of the Securities Exchange Act of 1934
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2).
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| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
As discussed below, at the 2026 Annual Meeting of Shareholders (the “Annual Meeting”) of Truist Financial Corporation (the “Corporation”) held on April 28, 2026, the Corporation’s shareholders approved the amendment and restatement of the Truist Financial Corporation 2022 Incentive Plan (the “A&R Plan”).
A description of the material terms of the A&R Plan is set forth under the heading “Summary of the A&R Plan” under “Proposal 4—Approval of the Amendment and Restatement of the Truist Financial Corporation 2022 Incentive Plan” in the Definitive Proxy Statement filed by the Corporation with the Securities and Exchange Commission on March 16, 2026 (the “2026 Proxy Statement”), which description is incorporated into this Item 5.02 by reference. This description of the A&R Plan does not purport to be complete and is qualified in its entirety by reference to the full text of the A&R Plan, which is included as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated into this Item 5.02 by reference.
| Item 5.07 | Submission of Matters to a Vote of Security Holders. |
Annual Meeting
On April 28, 2026, the Corporation held its Annual Meeting. A total of 1,108,291,362 shares of the Corporation’s common stock were present or represented by proxy at the meeting. This represented approximately 89.3% of the Corporation’s 1,241,009,752 shares of common stock that were outstanding as of the record date of February 19, 2026 and entitled to vote at the Annual Meeting. The Corporation’s shareholders voted on five proposals and cast their votes as shown below. The proposals are described in the 2026 Proxy Statement.
Proposal 1: Election of Directors
Each of the individuals named below was elected to serve as a director of the Corporation for a one-year term expiring at the 2027 Annual Meeting of Shareholders.
| Name |
Votes For | Votes Against | Abstentions | |||||||||
| Jennifer S. Banner |
898,963,546 | 28,977,168 | 3,711,951 | |||||||||
| K. David Boyer, Jr. |
911,564,863 | 17,909,264 | 2,178,538 | |||||||||
| Agnes Bundy Scanlan |
848,082,321 | 79,665,135 | 3,905,209 | |||||||||
| Dallas S. Clement |
888,927,672 | 38,937,870 | 3,787,123 | |||||||||
| Linnie M. Haynesworth |
920,392,341 | 9,122,983 | 2,137,341 | |||||||||
| Donna S. Morea |
914,284,660 | 15,145,420 | 2,222,585 | |||||||||
| Charles A. Patton |
903,188,246 | 24,719,556 | 3,744,863 | |||||||||
| Jonathan M. Pruzan |
922,751,390 | 6,731,800 | 2,169,475 | |||||||||
| William H. Rogers, Jr. |
875,355,150 | 52,376,301 | 3,921,214 | |||||||||
| Thomas E. Skains |
865,225,013 | 62,606,999 | 3,820,653 | |||||||||
| Laurence Stein |
922,292,316 | 7,010,980 | 2,349,369 | |||||||||
| Bruce L. Tanner |
911,637,770 | 16,003,619 | 4,011,276 | |||||||||
There were 176,638,697 broker non-votes for each director on this proposal.
Proposal 2: Advisory Vote to Approve the Corporation’s Executive-Compensation Program
Shareholders approved the Corporation’s executive-compensation program as described in the 2026 Proxy Statement.
| Votes For |
Votes Against |
Abstentions | ||
| 847,000,157 | 79,114,808 | 5,537,700 |
There were 176,638,697 broker non-votes for this proposal.
Proposal 3: Ratification of the Appointment of the Corporation’s Independent Registered Public Accounting Firm
Shareholders ratified the reappointment of PricewaterhouseCoopers LLP as the Corporation’s independent registered public accounting firm for 2026.
| Votes For |
Votes Against |
Abstentions | ||
| 1,066,976,093 | 38,720,395 | 2,594,874 |
There were no broker non-votes for this proposal.
Proposal 4: Approval of the Amendment and Restatement of the Truist Financial Corporation 2022 Incentive Plan
Shareholders approved the A&R Plan.
| Votes For |
Votes Against |
Abstentions | ||
| 892,091,335 | 34,063,585 | 5,497,745 |
There were 176,638,697 broker non-votes for this proposal.
Proposal 5: Shareholder Proposal Regarding a Report on Risks from Misalignment between Corporation Policies and Customer Base
Shareholders did not approve the proposal regarding a report on risks from misalignment between Corporation policies and customer base.
| Votes For |
Votes Against |
Abstentions | ||
| 16,932,625 | 904,818,911 | 9,901,129 |
There were 176,638,697 broker non-votes for this proposal.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits.
| Exhibit |
Description of Exhibit | |
| 10.1 | Truist Financial Corporation 2022 Incentive Plan (amended and restated as of April 28, 2026), incorporated by reference to Annex B to the Corporation’s Definitive Proxy Statement filed on March 16, 2026. | |
| 104 | The cover page from this Current Report on Form 8-K, formatted in Inline XBRL | |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| TRUIST FINANCIAL CORPORATION | ||
| (Registrant) | ||
| By: | /s/ Cynthia B. Powell | |
| Name: | Cynthia B. Powell | |
| Title: | Executive Vice President and Corporate Controller (Principal Accounting Officer) | |
Date: May 1, 2026