TRUIST FINANCIAL CORP
For the period ended Apr 29, 2025. Filed Mar 17, 2025.
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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.
Apr 29, 2025 · Filed Mar 17, 2025
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
(Rule
14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A
INFORMATION
Proxy Statement Pursuant to Schedule 14(a) of the
Securities Exchange Act of 1934 (Amendment No. )
Filed by the Registrant
☒
Filed by a Party other than the Registrant
☐
Check the appropriate box:
| ☐ | Preliminary Proxy Statement |
|---|---|
| ☐ | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
| ☒ | Definitive Proxy Statement |
| ☐ | Definitive Additional Materials |
| ☐ | Soliciting Material under §240.14a-12 |
Truist Financial Corporation
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
| ☒ | No fee required |
|---|---|
| ☐ | Fee paid previously with preliminary materials. |
| ☐ | Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11. |
March 17, 2025
Dear Fellow Owner:
We’re inviting you to attend the Annual Meeting of Shareholders of Truist Financial Corporation on April 29, 2025, at 11:00 a.m. Eastern Time. We will hold our Annual Meeting in a virtual-only format this year and have provided information about attending, voting, and submitting questions in the accompanying proxy statement.
In 2024, we delivered solid financial results for shareholders as we fulfilled our expense commitments, completed the sale of Truist Insurance Holdings, and repositioned our balance sheet. We accomplished those results while maintaining strong credit quality and increasing investments in talent, technology, and risk infrastructure. We announced up to a $5 billion multiyear share repurchase authorization and commenced repurchases in the third quarter of 2024.
We also delivered on our purpose to inspire and build better lives and communities by serving our clients with knowledge and care and supporting our communities. We committed $725 million in financial support to those impacted by Hurricane Helene in Western North Carolina. We also launched the Truist Life, Money, and Choices financial education program for high school and college students and supported small businesses and created career pathways in underserved communities through the Truist Foundation.
These efforts position us well to continue our strong momentum and drive long-term value for our shareholders. We look forward to realizing Truist’s potential even more in 2025 as we leverage our expanded capabilities and talented teammates to actualize our purpose.
Once again this year, we are providing proxy materials to many of our shareholders through the internet to support Truist’s sustainability efforts by saving paper and reducing costs. We also believe this will offer you a convenient way to access the proxy materials. Please read our proxy statement carefully for important information about the Annual Meeting and the matters on which we ask for your vote.
Whether or not you plan to attend the virtual-meeting internet webcast, please vote in advance as promptly as possible. Every shareholder vote is important, and we want your shares to be represented at the meeting.
Thank you for your support in helping Truist inspire and build better lives and communities.
Sincerely,
| William H. Rogers, Jr. Chairman and Chief Executive Officer | Thomas E. Skains Independent Lead Director |
|---|
NOTICE OF 2025 ANNUAL MEETING OF SHAREHOLDERS OF
TRUIST FINANCIAL CORPORATION
| Date and Time: April 29, 2025 11:00 a.m. Eastern Time | Location: Webcast in a virtual format at www.virtualshareholdermeeting.com/TFC2025 |
|---|
AGENDA
| • | Election of the 12 director nominees named in the proxy statement, each for a one-year term expiring at the 2026 annual meeting of shareholders |
| • | Ratification of the appointment of PricewaterhouseCoopers LLP as Truist’s independent registered public accounting firm for 2025 |
| • | Non-binding advisory vote on executive compensation |
| • | Any other business that may properly be brought before the Annual Meeting |
You can vote at the Annual Meeting if you were a shareholder of record at the close of business on February 20, 2025.
Your vote is important. Whether or not you plan to attend the virtual-meeting internet webcast, please vote in advance as promptly as possible. You may vote your shares through the internet, by telephone, by mail, or at the Annual Meeting as described more fully in the proxy statement beginning on page 85.
To attend and submit your questions for the Annual Meeting as a registered shareholder or beneficial owner, you will need to log in atwww.virtualshareholdermeeting.com/TFC2025 using your name, a valid email address, and the unique 16-digit control number found on your proxy card, voting instruction form, or Notice of Internet Availability.
By Order of the Board of Directors,
Scott A. Stengel
Senior Executive Vice President, Chief Legal
Officer, Head of Government Affairs, and
Corporate Secretary
March 17, 2025
Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting to Be Held on April 29, 2025:
The solicitation of the enclosed proxy is made on behalf of the Board of Directors for use at the Annual Meeting to be held on April 29, 2025. A copy of this proxy statement, our 2025 Annual Report, and our 2024 Form 10-K are available at: www.proxyvote.com.
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.