Truist Financial Corporation filed SEC Form 8-K: Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Financial Statements and Exhibits
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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Form 8-K
Current Report
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ITEM 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On July 29, 2025, the Board of Directors of Truist Financial Corporation (“Truist”) approved and adopted, effective as of such date, amendments to Truist’s Amended and Restated Bylaws (as so amended, the “Bylaws”). Capitalized terms used and not defined herein have the meanings assigned to such terms in the Bylaws.
The amendments to the Bylaws consist primarily of revisions and clarifications to certain procedural and disclosure requirements for shareholder proposals and director nominations, including the information that must be provided in connection with such a proposal or director nomination.
Specifically, the amendments to the Bylaws include, among other things:
a.Amending Article II, Section 10 to enhance disclosure requirements for shareholders intending to nominate directors or propose other business at meetings of the shareholders and for proposed director nominees;
b.Revising Article III to, among other things:
i.provide that a director will not be nominated for a term that would begin in the calendar year after the one in which the director turns 75 years of age; and
ii.provide additional flexibility in the creation, composition, and structuring of standing or special committees of the Board;
c.Amending Article IV, Section 2 to provide that the Lead Independent Director may call special meetings of the Board;
d.Amending Article IV, Section 6 to provide that the Lead Independent Director (or such other independent director designated by the Lead Independent Director or, if no designee exists, an independent director selected at the time by a majority of the independent directors) will preside at all meetings of the Board if the Chairman of the Board requests, is not present, or has a conflict;
e.Revising Article IV, Section 8 to clarify the manner in which Board action without a meeting is taken and revoked;
f.Revising Article V, Section 4 to clarify the parties empowered to fix officer compensation; and
g.Revising Article VI to remove various provisions related to Board oversight of contracts, loans, and deposits in order to better align with Truist’s corporate practices.
Finally, the amendments to the Bylaws contain updates to conform to the North Carolina Business Corporation Act as well as several non-substantive, ministerial, clarifying, and conforming changes.
The foregoing summary is qualified in its entirety by reference to the Bylaws, a copy of which is attached hereto as Exhibit 3.1 and is incorporated herein by reference.
ITEM 9.01 Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. | Description | |||||||
Bylaws of Truist Financial Corporation, as Amended and Restated, Effective July 29, 2025. | ||||||||
| 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: August 1, 2025