Truist Financial Corporation filed SEC Form 8-K: Submission of Matters to a Vote of Security Holders, Financial Statements and Exhibits
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Major Banks
Finance
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) | |||||||
(844 ) 487-8478
(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 ) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2).
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 5.07 Submission of Matters to a Vote of Security Holders
Annual Meeting
On April 29, 2025, Truist Financial Corporation (the “Corporation”) held its 2025 Annual Meeting of Shareholders (the “Annual Meeting”). A total of 1,147,924,657 shares of the Corporation’s common stock were present or represented by proxy at the meeting. This represented approximately 87.94% of the Corporation’s 1,305,390,708 shares of common stock that were outstanding as of the record date of February 20, 2025 and entitled to vote at the Annual Meeting. The Corporation’s shareholders voted on three proposals and cast their votes as described below. The proposals are described in the Corporation’s 2025 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 2026 Annual Meeting of Shareholders:
| Name | Votes For | Votes Against | Abstentions | |||||||||||||||||
| Jennifer S. Banner | 926,560,435 | 34,118,466 | 2,593,024 | |||||||||||||||||
| K. David Boyer, Jr. | 945,687,700 | 14,871,217 | 2,713,008 | |||||||||||||||||
| Agnes Bundy Scanlan | 874,269,693 | 86,289,748 | 2,712,484 | |||||||||||||||||
| Dallas S. Clement | 938,096,311 | 22,480,844 | 2,694,770 | |||||||||||||||||
| Linnie M. Haynesworth | 949,209,940 | 11,363,856 | 2,698,129 | |||||||||||||||||
| Donna S. Morea | 951,591,000 | 8,863,559 | 2,817,366 | |||||||||||||||||
| Charles A. Patton | 934,658,508 | 25,799,104 | 2,814,313 | |||||||||||||||||
| William H. Rogers, Jr. | 900,172,929 | 57,451,064 | 5,647,932 | |||||||||||||||||
| Thomas E. Skains | 915,261,809 | 45,152,377 | 2,857,739 | |||||||||||||||||
| Laurence Stein | 953,495,307 | 6,917,529 | 2,859,089 | |||||||||||||||||
| Bruce L. Tanner | 941,140,749 | 19,201,800 | 2,929,376 | |||||||||||||||||
| Steven C. Voorhees | 916,397,459 | 44,082,070 | 2,792,396 | |||||||||||||||||
There were 184,652,732 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 2025.
| Votes For | Votes Against | Abstentions | ||||||||||||
| 1,106,908,403 | 37,150,941 | 3,865,313 | ||||||||||||
There were no broker non-votes for this proposal.
Proposal 3: Advisory Vote Regarding the Corporation’s Executive Compensation
Shareholders approved the Corporation’s executive compensation as described in the Corporation’s 2025 Proxy Statement.
| Votes For | Votes Against | Abstentions | ||||||||||||
| 569,496,494 | 387,747,471 | 6,027,960 | ||||||||||||
There were 184,652,732 broker non-votes for this proposal.
ITEM 9.01 Financial Statements and Exhibits.
(d) Exhibits
| Exhibit No. | 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 | |||||||
| Cynthia B. Powell | ||||||||
| Executive Vice President and Corporate Controller | ||||||||
| (Principal Accounting Officer) | ||||||||
Date: May 1, 2025