Truist Financial Corp 8-K, filed Feb 28, 2020
Truist Financial Corp (TFC)
8-K
2020-02-28
For: 2020-02-24
View Original
Added on
April 05, 2026
About this 8-K
Truist Financial Corp filed this 8-K on February 28, 2020, reporting on events of February 24, 2020.
Items reported
- Item 5.02: Director or officer change, or executive pay
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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Form 8-K
Current Report
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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)
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(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)
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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:
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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 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 Principal Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
On February 24, 2020, the Compensation and Human Capital Committee (the “Committee”) of the Board of Directors of Truist Financial Corporation (the “Company”) adopted a revised annual incentive program and a revised long-term incentive program under the Company’s 2012 Incentive Plan, as amended, to provide for annual and long-term incentive opportunities, respectively, for certain of the Company’s executive officers. These programs are intended to align the interests of the Company’s executive officers with both the short-term and long-term interests of our shareholders by using metrics that we believe are key drivers of sustained and longer-term shareholder value.
Under the annual incentive program, each of the Company’s executive officers selected by the Committee to participate in the annual incentive program for a particular fiscal year will be eligible to receive an award if the Company achieves a specified level of financial performance based on Earnings Per Share and Return on Average Assets, and qualitative performance based on a qualitative assessment of strategic priorities of the Company for that year.
Under the long-term incentive program, each of the Company’s executive officers selected by the Committee to participate in the long-term incentive program for a particular fiscal year will be eligible to receive a combination of performance share units with a three-year performance period (“PSUs”), performance-based awards with a three-year performance period (“LTIP”) and restricted stock units (“RSUs”). The long-term incentive program provides for the following: (i) PSUs – 40%, (ii) LTIP – 25% and (iii) RSUs – 35%. Executives will be eligible to receive PSUs and LTIP if the Company achieves a specified level of performance based on Relative Return on Average Common Equity and Relative Return on Average Tangible Common Equity (“ROATCE”). If the Company does not meet a minimum threshold of ROATCE for the three-year performance period, no payments may be made on performance awards under the long-term incentive program. RSUs under the long-term incentive program vest pro rata over four years. All awards are subject to forfeiture if the Committee determines that the Company has negative aggregate operating income or there is a significant negative risk outcome during the vesting period.
Awards under the annual incentive program and long-term incentive program are subject to the Company’s clawback features and other terms and conditions.
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: February 27, 2020