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 25, 2023 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 ) 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 25, 2023, Truist Financial Corporation (the “Corporation”) held its 2023 Annual Meeting of Shareholders (the “Annual Meeting”). A total of 1,164,570,205 shares of the Corporation’s common stock were present or represented by proxy at the meeting. This represented approximately 87.68% of the Corporation’s 1,328,140,081 shares of common stock that were outstanding and entitled to vote at the Annual Meeting. The Corporation’s shareholders voted on five proposals and cast their votes as described below. The proposals are described in the Corporation’s 2023 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 2024 Annual Meeting of Shareholders: Name Votes For Votes Against Abstentions Jennifer S. Banner 968,342,191 38,789,736 2,762,615 K. David Boyer, Jr. 981,916,529 25,136,702 2,841,311 Agnes Bundy Scanlan 959,243,278 47,696,880 2,954,384 Anna R. Cablik 979,079,107 27,947,286 2,868,149 Dallas S. Clement 992,302,729 14,528,851 3,062,962 Paul D. Donahue 991,019,913 15,856,472 3,018,157 Patrick C. Graney III 991,524,131 15,337,615 3,032,796 Linnie M. Haynesworth 994,989,678 11,873,856 3,031,008 Kelly S. King 988,586,364 18,662,319 2,645,859 Easter A. Maynard 987,233,645 19,812,949 2,847,948 Donna S. Morea 997,948,335 8,847,672 3,098,535 Charles A. Patton 983,241,433 23,488,860 3,164,249 Nido R. Qubein 988,260,024 18,544,266 3,090,252 David M. Ratcliffe 987,622,010 19,288,840 2,983,692 William H. Rogers, Jr. 941,742,157 62,469,297 5,683,088 Frank P. Scruggs, Jr. 990,593,472 16,130,195 3,170,875 Christine Sears 990,682,518 16,217,091 2,994,933 Thomas E. Skains 970,250,360 36,418,665 3,225,517 Bruce L. Tanner 995,744,229 10,924,260 3,226,053 Thomas N. Thompson 975,213,679 31,510,916 3,169,947 Steven C. Voorhees 978,532,871 28,225,824 3,135,847 There were 154,675,663 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 2023. Votes For Votes Against Abstentions 1,124,044,128 37,596,147 2,929,930 There were no broker non-votes for this proposal. Proposal 3: Advisory Vote Regarding the Corporation’s Executive Compensation Program Shareholders approved the Corporation’s executive compensation program as described in the Corporation’s 2023 Proxy Statement. Votes For Votes Against Abstentions 937,994,398 65,669,201 6,230,943 There were 154,675,663 broker non-votes for this proposal. Proposal 4: Advisory Vote on the Frequency of the Corporation’s “Say-on-Pay” Votes Shareholders approved having an advisory vote on the Corporation’s executive compensation program every year. Every Year Every Two Years Every Three Years Abstentions 989,451,784 4,113,797 12,742,673 3,586,288 There were 154,675,663 broker non-votes for this proposal. In light of the shareholder vote, and in keeping with the Board’s recommendation on Proposal 4, the Corporation will hold a “say-on-pay” vote annually until the next vote on the frequency of “say-on-pay” votes is required (which will be no later than the 2029 Annual Meeting of Shareholders) or until the Board determines that a different frequency for “say-on-pay” votes is in the best interest of the Corporation and its shareholders. Proposal 5: 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 260,413,172 744,002,537 5,478,833 There were 154,675,663 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: April 28, 2023