Executive Change · 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 26, 2022 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 1/4,000th 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 5.02    Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. As discussed below, at the Annual Meeting of Shareholders of Truist Financial Corporation (the “Corporation”) held on April 26, 2022, the Corporation’s shareholders approved the Truist Financial Corporation 2022 Incentive Plan (the “2022 Incentive Plan”). A description of the material terms of the 2022 Incentive Plan is set forth under the heading “Proposal 4 - Approval of the Truist Financial Corporation 2022 Incentive Plan” in the Proxy Statement filed by the Corporation with the Securities and Exchange Commission on March 14, 2022, which description is hereby incorporated into this Item 5.02 by reference. The 2022 Incentive Plan is included as Exhibit 10.1 to this Current Report on Form 8-K. ITEM 5.07    Submission of Matters to a Vote of Security Holders Annual Meeting On April 26, 2022, the Corporation held its 2022 Annual Meeting of Shareholders (the “Annual Meeting”). A total of 1,171,326,130 shares of the Corporation’s common stock were present or represented by proxy at the meeting. This represented approximately 88.14% of the Corporation’s 1,328,993,308 shares of common stock that were outstanding and entitled to vote at the Annual Meeting. The Corporation’s shareholders voted on six proposals and cast their votes as described below. The proposals are described in the Corporation’s 2022 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 2023 Annual Meeting of Shareholders: Name Votes For Votes Against Abstentions Jennifer S. Banner 982,640,108 39,121,673 2,403,005 K. David Boyer, Jr. 998,382,688 23,249,986 2,532,112 Agnes Bundy Scanlan 1,008,053,971 13,419,887 2,690,928 Anna R. Cablik 997,134,635 24,563,636 2,466,515 Dallas S. Clement 1,016,351,295 5,202,457 2,611,034 Paul D. Donahue 1,012,721,748 8,677,657 2,765,381 Patrick C. Graney III 1,013,316,810 8,144,329 2,703,647 Linnie M. Haynesworth 1,015,807,629 5,634,160 2,722,997 Kelly S. King 1,002,289,949 19,544,452 2,330,385 Easter A. Maynard 1,013,146,329 8,413,344 2,605,113 Donna S. Morea 964,076,999 57,608,531 2,479,256 Charles A. Patton 1,008,849,859 12,811,265 2,503,662 Nido R. Qubein 1,004,063,333 17,686,246 2,415,207 David M. Ratcliffe 977,539,685 39,599,272 7,025,829 William H. Rogers, Jr. 953,984,911 64,191,900 5,987,975 Frank P. Scruggs, Jr. 1,013,058,362 8,463,217 2,643,207 Christine Sears 1,016,808,935 4,907,274 2,448,577 Thomas E. Skains 975,881,324 45,558,544 2,724,918 Bruce L. Tanner 1,016,632,776 4,939,051 2,592,959 Thomas N. Thompson 991,310,876 30,345,245 2,508,665 Steven C. Voorhees 1,013,465,496 7,955,535 2,743,755 There were 147,161,344 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 2022. Votes For Votes Against Abstentions 1,140,575,596 28,658,356 2,092,178 There were no broker non-votes for this proposal. Proposal 3: Advisory Vote Regarding Truist’s Executive Compensation Program Shareholders approved the Corporation’s executive compensation program, as described in the Corporation’s 2022 Proxy Statement. Votes For Votes Against Abstentions 957,379,076 60,481,929 6,303,781 There were 147,161,344 broker non-votes for this proposal. Proposal 4: Truist Financial Corporation 2022 Incentive Plan Shareholders approved the Truist Financial Corporation 2022 Incentive Plan. Votes For Votes Against Abstentions 987,593,789 31,188,630 5,382,367 There were 147,161,344 broker non-votes for this proposal. Proposal 5: Truist Financial Corporation 2022 Employee Stock Purchase Plan Shareholders approved the Truist Financial Corporation 2022 Employee Stock Purchase Plan. Votes For Votes Against Abstentions 1,010,734,447 9,633,312 3,797,027 There were 147,161,344 broker non-votes for this proposal. Proposal 6: Shareholder Proposal Regarding an Independent Chairman of the Board of Directors Shareholders did not approve the proposal regarding an independent Chairman of the Board of Directors. Votes For Votes Against Abstentions 340,536,558 676,813,621 6,814,607 There were 147,161,344 broker non-votes for this proposal. ITEM 9.01    Financial Statements and Exhibits. (d)    Exhibits Exhibit No. Description of Exhibit 10.1 Truist Financial Corporation 2022 Incentive Plan, incorporated by reference to Annex B to the Corporation’s Definitive Proxy Statement filed on March 14, 2022. 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: April 29, 2022