Truist Financial (TFC) Proxy Filing summary

Executive summary

• Annual meeting scheduled for April 28, 2026, in a virtual-only format, with voting on five key proposals including director elections, executive compensation, auditor ratification, incentive plan amendment, and a shareholder proposal on policy alignment risks.

• 2025 saw strong financial results: $5.0B net income, $3.82 EPS, 3.6% average loan growth, and $5.2B capital returned to shareholders.

• New $10B share repurchase program authorized in December 2025, reflecting commitment to capital stewardship.

• Board refreshment continued with two new directors added since 2023 and committee leadership rotations to enhance oversight.

Voting matters and shareholder proposals

• Proposals: election of 12 directors, advisory say-on-pay vote, ratification of PwC as auditor, approval of amended 2022 Incentive Plan, and a shareholder proposal on risks from misalignment between company policies and customer base.

• Board recommends voting for all management proposals and against the shareholder proposal.

• Shareholder proposal seeks a report on potential risks from company policy misalignment; Board opposes, citing robust oversight and existing policies.

Board of directors and corporate governance

• Board comprises 12 nominees, 11 of whom are independent; diverse expertise in finance, risk, technology, and governance.

• Lead Independent Director role strengthened; annual self-assessments and committee rotations implemented.

• Board refreshment and succession planning prioritized, with new directors bringing risk and finance expertise.

• Majority voting and director resignation policy in place; robust stock ownership requirements for directors.