TRUIST FINANCIAL CORP
For the period ended Apr 29, 2025. Filed Mar 17, 2025.
View on SEC.govAbout this filing
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
Contents
Proxy Statement Summary
PROXY STATEMENT
Summary
This summary highlights information contained elsewhere in this proxy statement for Truist Financial Corporation, which is sometimes referred to as the “Company,” “Truist,” “we,” or “us.” This summary does not contain all of the information that you should consider, and you should read this entire proxy statement carefully before you vote. Additional information regarding our 2024 performance can be found in our Annual Report on Form 10-K for the year ended December 31, 2024. The proxy materials were first made available on or about March 17, 2025 to shareholders of record of our common stock at the close of business on February 20, 2025 (the “Record Date”).
The 2025 Annual Meeting of Shareholders of Truist Financial Corporation (the “Annual Meeting”) will be a virtual-only meeting in our continuing effort to expand shareholder access and participation.
2025 Annual Meeting of Shareholders
| Time and Date April 29, 2025 11:00 a.m. Eastern Time | Virtual Location www.virtualshareholdermeeting.com/TFC2025 | Record Date At close of business February 20, 2025 |
|---|
Proposals and Voting Recommendations
Shareholders will vote on the following three proposals:
| Proposal No. | Description | Votes Required | Board Recommendation | Page |
|---|---|---|---|---|
| 1 | Election of 12 directornominees named in the proxystatement | Majority of votes cast for each nominee | VOTE FOR EACH NOMINEE | 6 |
| 2 | Ratification of the appointment of our independent registered publicaccounting firm | Majority of votes cast | VOTE FOR | 35 |
| 3 | Non-binding advisory voteonexecutive compensation | Majority of votes cast | VOTE FOR | 37 |
| 2025 Proxy Statement | | 1 |
How to Vote
Proxy Voting Methods
| Internet | Telephone | During the Annual Meeting | |
|---|---|---|---|
| Go to www.proxyvote.com and follow the instructions on the website. | Call 1-800-690-6903 and follow the instructions on the proxy card or your voting instruction form | Sign, date, and mail your proxy card or voting instruction form | While we encourage you to vote before the meeting, shareholders may vote online during the meeting by following the instructions on page 85. |
Shareholders of record on the Record Date may vote at the Annual Meeting. Only one class of our common stock exists, and each share is entitled to one vote. “Shareholders of record” or “registered shareholders” have shares of our common stock registered in their names with our transfer agent, Computershare Trust Company, N.A. “Beneficial owners,” in contrast, own shares of our common stock that are held in “street name” through a broker, bank, or other nominee. Beneficial owners generally cannot vote their shares directly and must instead instruct their brokers, banks, or other nominees how to vote their shares. If you are a beneficial owner of our common stock, your proxy is being solicited through your broker, bank, or other nominee.
Attending the Annual Meeting
If you are a registered shareholder or beneficial owner on the Record Date or are a duly authorized proxy holder of such a registered shareholder or beneficial owner, you may attend the Annual Meeting and will be allowed to vote your shares and submit questions online before and during the Annual Meeting. You will be able to do so by visitingwww.virtualshareholdermeeting.com/TFC2025 and logging in with your name, a valid email address, and the 16-digit control number found on your proxy card, voting instruction form, or Notice of Internet Availability, as applicable. You may log into and attend the Annual Meeting online beginning at 10:45 a.m. Eastern Time on April 29, 2025. The Annual Meeting will begin promptly at 11:00 a.m. Eastern Time. Attendance at the Annual Meeting online is subject to capacity limits set by the virtual-meeting platform provider. To submit questions in advance of the Annual Meeting, visitwww.proxyvote.com before 11:59 p.m. Eastern Time on April 28, 2025, and enter your 16-digit control number.
Shareholders who participate in the Annual Meeting virtually by means of the website address provided above will be deemed present, including for purposes of determining a quorum.
For additional information on voting, attendance, and submitting questions for the Annual Meeting, please see the sections entitled “How to Vote” and “How to Attend the Annual Meeting” beginning on page 85 of this proxy statement.
Even if you plan to attend the Annual Meeting, we encourage you to vote your shares in advance online or, if you received or requested printed copies of the proxy materials, by phone or by mail to ensure that your shares will be represented at the Annual Meeting.
No recording of the Annual Meeting is permitted, including audio and video recording.
| 2 | | 2025 Proxy Statement |
Truist’s Purpose
Truist is a purpose-driven financial-services company committed to inspiring and building better lives and communities.
Purpose
To inspire and build better lives and communities.
| 2025 Proxy Statement | | 3 |
Truist Board of Director Nominees
Please consider the following nominees to our Board of Directors. All of these nominees currently serve as Truist directors. We are proud of the experience, skill, and background of this group and the dedication of each nominee.
| Age · Independent · Principal Occupation · Truist Standing Board Committee Memberships | |||
|---|---|---|---|
| Jennifer S. Banner | 65 | Executive Director of Management Forum of, and Consultant with Special Appointment to, the University of Tennessee’s Haslam College of Business | • Audit • Technology |
| K. David Boyer, Jr. | 73 | CEO of GlobalWatch Technologies, Inc. | • Executive • Technology |
| Agnes Bundy Scanlan | 67 | President of The Cambridge Group LLC | • Executive • Nominating and Governance (Chair) • Risk |
| Dallas S. Clement | 59 | President and CFO of Cox Enterprises, Inc. | • Audit (Chair) • Executive • Nominating and Governance |
| Linnie M. Haynesworth | 67 | Retired Sector Vice President and General Manager, Northrup Grumman Corporation | • Risk • Technology |
| Donna S. Morea | 70 | Chairman and CEO of Adesso Group, LLC | • Executive • Risk • Technology (Chair) |
| Charles A. Patton | 68 | Manager of Patton Holdings, LLC and PATCO Investments, LLC | • Executive • Nominating and Governance • Risk (Chair) |
| William H. Rogers, Jr. | 67 | Chairman and CEO of Truist | • Executive (Chair) |
| Thomas E. Skains | 68 | Retired Chairman, President, and CEO of Piedmont Natural Gas Company, Inc. | • Compensation and Human Capital • Executive • Nominating and Governance |
| Laurence Stein | 57 | Retired EVP and COO, Asset & Wealth Management, of The Goldman Sachs Group, Inc. | • Risk |
| Bruce L. Tanner | 66 | Retired EVP and CFO of Lockheed Martin Corporation | • Audit • Compensation and Human Capital |
| Steven C. Voorhees | 70 | Retired President and CEO of WestRock Company | • Audit • Compensation and Human Capital (Chair) • Executive |
| 4 | | 2025 Proxy Statement |
CONTINUING COMMITMENT TO SOUND CORPORATE GOVERNANCE
Truist maintains the following corporate governance framework:
Accountability
| • | Majority voting for director elections |
| • | Annual elections for all directors |
| • | Stock ownership requirements for directors and executive officers |
| • | Prohibition on hedging and pledging of Truist securities for our directors and executives whose compensation is reviewed and approved by the Compensation and Human Capital Committee |
| • | Annual Board and Board committee self-evaluations |
Robust Shareholder Rights
| • | Proxy access |
| • | Shareholder right to call a special meeting |
| • | No supermajority voting provisions |
Active and Responsive Shareholder Engagement
| • | Engagement takes place throughout the year to obtain shareholder insight into corporate governance, executive compensation, corporate responsibility and sustainability, and other areas of importance to our shareholders. |
| • | Our engagement program includes meetings with our largest shareholders led by senior management and, in certain cases, our independent Lead Director or Chair of the Nominating and Governance Committee. |
| • | Feedback received from shareholders is taken into consideration by our directors and executive officers when planning future company policies, practices, and disclosures in public filings. |
Corporate Responsibility and Sustainability
| • | We aim to be a good corporate citizen through our Purpose, Mission, and Values, including efforts in sustainability and commitment to communities. |
| • | We prioritize human capital management through the Compensation and Human Capital Committee, which oversees Truist’s strategies and initiatives on talent management and employee well-being and engagement. Truist places special emphasis on providing compensation and benefits that foster an environment of financial security and economic mobility for its teammates. |
| • | Our 2023 Corporate Responsibility and Sustainability Report highlights some of our work to create long-term value for our clients, shareholders, communities, and teammates, and we plan to publish our next version of this report in the spring of 2025. |
| • | In 2024, we released our third Task Force on Climate-Related Financial Disclosures (“TCFD”) Report, with plans to publish our next TCFD Report in the spring of 2025. |
| 2025 Proxy Statement | | 5 |
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.