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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 classTrading SymbolName of each exchange on which registered
Common Stock, $5 par valueTFCNew York Stock Exchange
Depositary Shares each representing 1/4,000th interest in a share of Series I Perpetual Preferred StockTFC.PINew 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 StockTFC.PJNew York Stock Exchange
Depositary Shares each representing 1/1,000th interest in a share of Series O Non-Cumulative Perpetual Preferred StockTFC.PONew York Stock Exchange
Depositary Shares each representing 1/1,000th interest in a share of Series R Non-Cumulative Perpetual Preferred StockTFC.PRNew 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:

NameVotes ForVotes AgainstAbstentions
Jennifer S. Banner982,640,10839,121,6732,403,005
K. David Boyer, Jr.998,382,68823,249,9862,532,112
Agnes Bundy Scanlan1,008,053,97113,419,8872,690,928
Anna R. Cablik997,134,63524,563,6362,466,515
Dallas S. Clement1,016,351,2955,202,4572,611,034
Paul D. Donahue1,012,721,7488,677,6572,765,381
Patrick C. Graney III1,013,316,8108,144,3292,703,647
Linnie M. Haynesworth1,015,807,6295,634,1602,722,997
Kelly S. King1,002,289,94919,544,4522,330,385
Easter A. Maynard1,013,146,3298,413,3442,605,113
Donna S. Morea964,076,99957,608,5312,479,256
Charles A. Patton1,008,849,85912,811,2652,503,662
Nido R. Qubein1,004,063,33317,686,2462,415,207
David M. Ratcliffe977,539,68539,599,2727,025,829
William H. Rogers, Jr.953,984,91164,191,9005,987,975
Frank P. Scruggs, Jr.1,013,058,3628,463,2172,643,207
Christine Sears1,016,808,9354,907,2742,448,577
Thomas E. Skains975,881,32445,558,5442,724,918
Bruce L. Tanner1,016,632,7764,939,0512,592,959
Thomas N. Thompson991,310,87630,345,2452,508,665
Steven C. Voorhees1,013,465,4967,955,5352,743,755

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 ForVotes AgainstAbstentions
1,140,575,59628,658,3562,092,178

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 ForVotes AgainstAbstentions
957,379,07660,481,9296,303,781

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 ForVotes AgainstAbstentions
987,593,78931,188,6305,382,367

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 ForVotes AgainstAbstentions
1,010,734,4479,633,3123,797,027

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 ForVotes AgainstAbstentions
340,536,558676,813,6216,814,607

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
Truist Financial Corporation 2022 Incentive Plan, incorporated by reference to Annex B to the Corporation’s Definitive Proxy Statement filed on March 14, 2022.
104The 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