TFC 8-K
Truist Financial Corp (TFC)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form
Current Report
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
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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. |
On January 13, 2025, Hugh S. “Beau” Cummins III, Vice Chair and Chief Operating Officer of Truist Financial Corporation (“Truist”), announced that he will resign from his position, effective immediately. Mr. Cummins’ resignation results from material changes to his responsibilities by Truist following completion of several strategic initiatives in which Mr. Cummins played a key role, including the sale of Truist Insurance Holdings, LLC and the development of Truist’s strategic direction after that transaction. As a result, Mr. Cummins is entitled to the benefits of a resignation for “Good Reason” under Truist’s Amended and Restated Management Change of Control, Severance and Noncompetition Plan, as previously disclosed in Truist’s proxy statement for its 2024 annual shareholders meeting. Mr. Cummins will also remain eligible for his annual cash incentive-compensation award for 2024 and receive outplacement benefits from Truist. Mr. Cummins’ unvested performance share unit awards, long-term incentive plan awards, and restricted stock unit awards remain subject to the terms and conditions of the incentive plans and award agreements under which they were granted.
Truist’s Board of Directors and management express their deep appreciation to Mr. Cummins for his knowledge, expertise, and purpose-driven leadership in serving Truist’s clients, teammates, communities, and stakeholders during his tenure. Following Mr. Cummins’ departure, management of the enterprise payments business will transition to Kristin Lesher, Senior Executive Vice President and Chief Wholesale Banking Officer. Mr. Cummins’ remaining responsibilities, including leading teams responsible for enterprise operational services, enterprise corporate services, the strategy, transformation, and performance office, and the governance and controls organization, will transition to Michael B. Maguire, Senior Executive Vice President and Chief Financial Officer.
| Item 9.01 | Financial Statements and Exhibits. |
| (d) | Exhibits. |
| Exhibit |
Description of Exhibit | |
| 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: January 13, 2025