Shareholder Vote

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 April 27, 2021 Date of Report (Date of earliest event reported) Truist Financial Corporation (Exact name of registrant as specified in its charter) _____________________________ North Carolina 1-10853 56-0939887 (State or other jurisdiction of incorporation) (Commission File Number) (I.R.S. Employer Identification No.) 214 North Tryon Street Charlotte, North Carolina 28202 (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: ☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) ☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) ☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) ☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) Securities registered pursuant to Section 12(b) of the Act: Title of each class Trading Symbol Name of each exchange on which registered Common Stock, $5 par value TFC New York Stock Exchange Depositary Shares each representing 1/1,000th interest in a share of Series H Non-Cumulative Perpetual Preferred Stock TFC.PH New York Stock Exchange Depositary Shares each representing 1/4,000th interest in a share of Series I Perpetual Preferred Stock TFC.PI New York Stock Exchange 5.853% Fixed-to-Floating Rate Normal Preferred Purchase Securities each representing 1/100th interest in a share of Series J Perpetual Preferred Stock TFC.PJ New York Stock Exchange Depositary Shares each representing 1/1,000th interest in a share of Series O Non-Cumulative Perpetual Preferred Stock TFC.PO New York Stock Exchange Depositary Shares each representing 1/1,000th interest in a share of Series R Non-Cumulative Perpetual Preferred Stock TFC.PR New York Stock Exchange 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 5.07    Submission of Matters to a Vote of Security Holders Annual Meeting On April 27, 2021, Truist Financial Corporation (the “Corporation”) held its 2021 Annual Meeting of Shareholders (the “Annual Meeting”). A total of 1,188,930,837 shares of the Corporation’s common stock were present or represented by proxy at the meeting. This represented approximately 88.43% of the Corporation’s 1,344,453,042 shares of common stock that were outstanding and entitled to vote at the Annual Meeting. Truist shareholders voted on three proposals and cast their votes as described below. The proposals are described in the Corporation’s 2021 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 2022 Annual Meeting of Shareholders: Name Votes For Votes Against Abstentions Jennifer S. Banner 1,003,554,018 41,017,776 2,846,709 K. David Boyer, Jr. 1,024,721,865 19,798,352 2,898,286 Agnes Bundy Scanlan 1,036,980,070 7,388,262 3,050,171 Anna R. Cablik 1,022,276,081 22,309,451 2,832,971 Dallas S. Clement 1,035,738,762 8,574,504 3,105,237 Paul D. Donahue 1,036,906,319 7,391,810 3,120,374 Paul R. Garcia 1,036,124,256 8,203,437 3,090,810 Patrick C. Graney III 1,034,043,657 10,407,380 2,967,466 Linnie M. Haynesworth 1,038,589,399 5,769,425 3,059,679 Kelly S. King 998,138,882 42,895,592 6,384,029 Easter A. Maynard 1,033,605,796 10,765,437 3,047,270 Donna S. Morea 1,001,453,580 42,900,075 3,064,848 Charles A. Patton 960,096,628 84,335,472 2,986,403 Nido R. Qubein 1,029,548,424 14,888,740 2,981,339 David M. Ratcliffe 1,004,776,481 39,569,128 3,072,894 William H. Rogers, Jr. 1,022,256,495 22,479,712 2,682,296 Frank P. Scruggs, Jr. 1,036,543,987 7,816,525 3,057,991 Christine Sears 1,036,234,591 8,205,715 2,978,197 Thomas E. Skains 1,026,016,384 18,356,801 3,045,318 Bruce L. Tanner 1,035,712,314 8,577,454 3,128,735 Thomas N. Thompson 1,024,974,822 19,404,007 3,039,674 Steven C. Voorhees 1,034,551,961 9,708,960 3,157,582 There were 141,512,334 broker non-votes for each director on this proposal. Proposal 2: Ratification of Auditors Shareholders ratified the reappointment of PricewaterhouseCoopers LLP as the Corporation’s independent registered public accounting firm for 2021. Votes For Votes Against Abstentions 1,172,193,193 14,436,934 2,300,710 There were no broker non-votes for this proposal. Proposal 3: Advisory Vote Regarding Truist’s Executive Compensation Program Shareholders approved Truist’s executive compensation program, as described in the Corporation’s 2021 Proxy Statement. Votes For Votes Against Abstentions 987,856,587 52,551,866 7,010,050 There were 141,512,334 broker non-votes for this proposal. 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 30, 2021