Truist Financial Corp 8-K, filed Apr 29, 2022
Truist Financial Corp (TFC)
8-K
2022-04-29
For: 2022-04-26
View Original
Added on
April 05, 2026
About this 8-K
Truist Financial Corp filed this 8-K on April 29, 2022, reporting on events of April 26, 2022.
Items reported
- Item 5.02: Director or officer change, or executive pay
- Item 5.07: Shareholder vote results
- Item 9.01: Financial statements and exhibits
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_____________________________
Form 8-K
Current Report
_____________________________
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported)
(Exact name of registrant as specified in its charter)
_____________________________
(State or other jurisdiction of incorporation) | (Commission File Number) | (I.R.S. Employer Identification No.) | ||||||
(Address of principal executive offices) | (Zip Code) | |||||||
(336 ) 733-2000
(Registrant's telephone number, including area code)
_____________________________
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol | Name of each exchange on which registered | ||||||||||||
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 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
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 Annual Meeting of Shareholders of Truist Financial Corporation (the “Corporation”) held on April 26, 2022, the Corporation’s shareholders approved the Truist Financial Corporation 2022 Incentive Plan (the “2022 Incentive Plan”). A description of the material terms of the 2022 Incentive Plan is set forth under the heading “Proposal 4 - Approval of the Truist Financial Corporation 2022 Incentive Plan” in the Proxy Statement filed by the Corporation with the Securities and Exchange Commission on March 14, 2022, which description is hereby incorporated into this Item 5.02 by reference. The 2022 Incentive Plan is included as Exhibit 10.1 to this Current Report on Form 8-K.
ITEM 5.07 Submission of Matters to a Vote of Security Holders
Annual Meeting
On April 26, 2022, the Corporation held its 2022 Annual Meeting of Shareholders (the “Annual Meeting”). A total of 1,171,326,130 shares of the Corporation’s common stock were present or represented by proxy at the meeting. This represented approximately 88.14% of the Corporation’s 1,328,993,308 shares of common stock that were outstanding and entitled to vote at the Annual Meeting. The Corporation’s shareholders voted on six proposals and cast their votes as described below. The proposals are described in the Corporation’s 2022 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 2023 Annual Meeting of Shareholders:
| Name | Votes For | Votes Against | Abstentions | |||||||||||||||||
| Jennifer S. Banner | 982,640,108 | 39,121,673 | 2,403,005 | |||||||||||||||||
| K. David Boyer, Jr. | 998,382,688 | 23,249,986 | 2,532,112 | |||||||||||||||||
| Agnes Bundy Scanlan | 1,008,053,971 | 13,419,887 | 2,690,928 | |||||||||||||||||
| Anna R. Cablik | 997,134,635 | 24,563,636 | 2,466,515 | |||||||||||||||||
| Dallas S. Clement | 1,016,351,295 | 5,202,457 | 2,611,034 | |||||||||||||||||
| Paul D. Donahue | 1,012,721,748 | 8,677,657 | 2,765,381 | |||||||||||||||||
| Patrick C. Graney III | 1,013,316,810 | 8,144,329 | 2,703,647 | |||||||||||||||||
| Linnie M. Haynesworth | 1,015,807,629 | 5,634,160 | 2,722,997 | |||||||||||||||||
| Kelly S. King | 1,002,289,949 | 19,544,452 | 2,330,385 | |||||||||||||||||
| Easter A. Maynard | 1,013,146,329 | 8,413,344 | 2,605,113 | |||||||||||||||||
| Donna S. Morea | 964,076,999 | 57,608,531 | 2,479,256 | |||||||||||||||||
| Charles A. Patton | 1,008,849,859 | 12,811,265 | 2,503,662 | |||||||||||||||||
| Nido R. Qubein | 1,004,063,333 | 17,686,246 | 2,415,207 | |||||||||||||||||
| David M. Ratcliffe | 977,539,685 | 39,599,272 | 7,025,829 | |||||||||||||||||
| William H. Rogers, Jr. | 953,984,911 | 64,191,900 | 5,987,975 | |||||||||||||||||
| Frank P. Scruggs, Jr. | 1,013,058,362 | 8,463,217 | 2,643,207 | |||||||||||||||||
| Christine Sears | 1,016,808,935 | 4,907,274 | 2,448,577 | |||||||||||||||||
| Thomas E. Skains | 975,881,324 | 45,558,544 | 2,724,918 | |||||||||||||||||
| Bruce L. Tanner | 1,016,632,776 | 4,939,051 | 2,592,959 | |||||||||||||||||
| Thomas N. Thompson | 991,310,876 | 30,345,245 | 2,508,665 | |||||||||||||||||
| Steven C. Voorhees | 1,013,465,496 | 7,955,535 | 2,743,755 | |||||||||||||||||
There were 147,161,344 broker non-votes for each director on this proposal.
Proposal 2: Ratification of External Auditor
Shareholders ratified the reappointment of PricewaterhouseCoopers LLP as the Corporation’s independent registered public accounting firm for 2022.
| Votes For | Votes Against | Abstentions | ||||||||||||
| 1,140,575,596 | 28,658,356 | 2,092,178 | ||||||||||||
There were no broker non-votes for this proposal.
Proposal 3: Advisory Vote Regarding Truist’s Executive Compensation Program
Shareholders approved the Corporation’s executive compensation program, as described in the Corporation’s 2022 Proxy Statement.
| Votes For | Votes Against | Abstentions | ||||||||||||
| 957,379,076 | 60,481,929 | 6,303,781 | ||||||||||||
There were 147,161,344 broker non-votes for this proposal.
Proposal 4: Truist Financial Corporation 2022 Incentive Plan
Shareholders approved the Truist Financial Corporation 2022 Incentive Plan.
| Votes For | Votes Against | Abstentions | ||||||||||||
| 987,593,789 | 31,188,630 | 5,382,367 | ||||||||||||
There were 147,161,344 broker non-votes for this proposal.
Proposal 5: Truist Financial Corporation 2022 Employee Stock Purchase Plan
Shareholders approved the Truist Financial Corporation 2022 Employee Stock Purchase Plan.
| Votes For | Votes Against | Abstentions | ||||||||||||
| 1,010,734,447 | 9,633,312 | 3,797,027 | ||||||||||||
There were 147,161,344 broker non-votes for this proposal.
Proposal 6: Shareholder Proposal Regarding an Independent Chairman of the Board of Directors
Shareholders did not approve the proposal regarding an independent Chairman of the Board of Directors.
| Votes For | Votes Against | Abstentions | ||||||||||||
| 340,536,558 | 676,813,621 | 6,814,607 | ||||||||||||
There were 147,161,344 broker non-votes for this proposal.
ITEM 9.01 Financial Statements and Exhibits.
(d) Exhibits
| Exhibit No. | Description of Exhibit | |||||||
| Truist Financial Corporation 2022 Incentive Plan, incorporated by reference to Annex B to the Corporation’s Definitive Proxy Statement filed on March 14, 2022. | ||||||||
| 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 | |||||||
| Cynthia B. Powell | ||||||||
| Executive Vice President and Corporate Controller | ||||||||
| (Principal Accounting Officer) | ||||||||
Date: April 29, 2022