UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form
Current Report
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
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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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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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:
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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 28, 2020, Truist Financial Corporation (“Truist” or the “Corporation”) held its 2020 Annual Meeting of Shareholders (the “Annual Meeting”). A total of 1,203,848,527 shares of Truist’s common stock were present or represented by proxy at the meeting. This represented approximately 89.5% of Truist’s 1,345,001,536 shares of common stock that were outstanding and entitled to vote at the Annual Meeting. At the Annual Meeting, Truist shareholders voted on four proposals and cast their votes as described below. The proposals are described in the Corporation’s 2020 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 2021 Annual Meeting of Shareholders:
| Name |
Votes For |
Votes Against |
Abstentions |
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| Jennifer S. Banner |
1,020,319,683 |
31,703,672 |
2,619,467 |
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| K. David Boyer, Jr. |
1,036,189,827 |
15,512,256 |
2,940,740 |
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| Agnes Bundy Scanlan |
1,045,460,349 |
6,329,116 |
2,853,357 |
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| Anna R. Cablik |
1,029,257,866 |
22,555,252 |
2,829,705 |
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| Dallas S. Clement |
1,045,433,151 |
6,291,855 |
2,915,382 |
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| Paul D. Donahue |
1,045,286,333 |
6,424,105 |
2,932,385 |
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| Paul R. Garcia |
1,046,776,579 |
4,915,766 |
2,949,378 |
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| Patrick C. Graney III |
1,045,828,327 |
5,881,482 |
2,933,013 |
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| Linnie M. Haynesworth |
1,045,361,002 |
6,388,176 |
2,886,363 |
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| Kelly S. King |
1,011,206,024 |
37,352,087 |
6,083,878 |
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| Easter A. Maynard |
1,045,221,465 |
6,569,336 |
2,852,021 |
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| Donna S. Morea |
1,046,092,538 |
5,784,953 |
2,758,051 |
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| Charles A. Patton |
1,045,977,057 |
5,678,978 |
2,986,787 |
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| Nido R. Qubein |
1,037,536,746 |
14,057,351 |
3,041,445 |
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| David M. Ratcliffe |
1,033,737,145 |
9,599,816 |
11,305,861 |
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| William H. Rogers, Jr. |
1,040,283,533 |
11,567,808 |
2,791,481 |
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| Frank P. Scruggs, Jr. |
1,045,603,075 |
6,158,181 |
2,881,567 |
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| Christine Sears |
1,046,349,145 |
5,537,796 |
2,754,797 |
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| Thomas E. Skains |
1,034,141,073 |
17,674,662 |
2,827,087 |
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| Bruce L. Tanner |
1,046,184,037 |
5,637,063 |
2,821,723 |
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| Thomas N. Thompson |
1,033,286,537 |
18,449,051 |
2,907,234 |
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| Steven C. Voorhees |
1,045,559,020 |
6,237,342 |
2,846,461 |
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There were 149,205,705 broker non-votes for each director on this proposal.
2
Proposal 2: Ratification of Auditors
Shareholders ratified the reappointment of PricewaterhouseCoopers LLP as the Corporation’s independent registered public accounting firm for 2020.
| Votes FOR |
Votes AGAINST |
Abstentions | ||
| 1,186,730,009 |
14,517,825 |
2,600,693 |
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 2020 Proxy Statement.
| Votes FOR |
Votes AGAINST |
Abstentions | ||
| 980,619,073 |
66,080,847 |
7,925,133 |
There were 149,205,705 broker non-votes for this proposal.
Proposal 4: Shareholder proposal regarding an independent chairman of the Board of Directors
Shareholders did not approve the proposal regarding an independent chairman.
| Votes FOR |
Votes AGAINST |
Abstentions | ||
| 470,086,661 |
577,503,312 |
7,045,198 |
There were 149,205,705 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 | ||
| (Principal Accounting Officer) |
Date: April 29, 2020