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 23, 2024 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 23, 2024, Truist Financial Corporation (the “Corporation”) held its 2024 Annual Meeting of Shareholders (the “Annual Meeting”). A total of 1,144,608,190 shares of the Corporation’s common stock were present or represented by proxy at the meeting. This represented approximately 85.76% of the Corporation’s 1,334,590,912 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 2024 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 2025 Annual Meeting of Shareholders: Name Votes For Votes Against Abstentions Jennifer S. Banner 909,394,632 30,094,556 2,510,418 K. David Boyer, Jr. 921,530,350 17,643,455 2,825,801 Agnes Bundy Scanlan 885,749,255 53,072,438 3,177,913 Dallas S. Clement 899,692,193 39,637,045 2,670,368 Patrick C. Graney III 919,622,289 19,681,203 2,696,114 Linnie M. Haynesworth 925,522,702 13,716,025 2,760,879 Donna S. Morea 928,540,679 10,700,361 2,758,566 Charles A. Patton 892,152,534 46,959,274 2,887,798 William H. Rogers, Jr. 875,003,844 61,413,498 5,582,264 Thomas E. Skains 881,898,158 57,245,333 2,856,115 Laurence Stein 928,069,975 11,174,242 2,755,389 Bruce L. Tanner 918,741,444 20,274,220 2,983,942 Steven C. Voorhees 907,922,243 31,256,279 2,821,084 There were 202,608,584 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 2024. Votes For Votes Against Abstentions 1,102,713,762 39,129,899 2,764,529 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 2024 Proxy Statement. Votes For Votes Against Abstentions 831,454,735 104,812,960 5,731,911 There were 202,608,584 broker non-votes for this proposal. Proposal 4: Shareholder Proposal Regarding an Annual Report on Lobbying Activities Shareholders did not approve the proposal regarding an annual report on lobbying activities. Votes For Votes Against Abstentions 379,442,758 542,211,564 20,345,284 There were 202,608,584 broker non-votes for this proposal. Proposal 5: Shareholder Proposal Regarding a Report on Board Oversight of Risks Related to Discrimination Shareholders did not approve the proposal regarding a report on Board oversight of risks related to discrimination. Votes For Votes Against Abstentions 20,000,274 909,536,850 12,462,482 There were 202,608,584 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 26, 2024