Truist Financial (TFC) Proxy Filing summary

Voting matters and shareholder proposals

• Election of twelve directors for one-year terms expiring at the 2027 annual meeting, with board recommendation to vote for all nominees.

• Advisory vote to approve the executive compensation program, with board recommendation to vote for.

• Ratification of PricewaterhouseCoopers LLP as independent registered public accounting firm for 2026, with board recommendation to vote for.

• Approval of amendment and restatement of the 2022 Incentive Plan, with board recommendation to vote for.

• Shareholder proposal requesting a report on risks from misalignment between company policies and customer base, with board recommendation to vote against.

Board of directors and corporate governance

• Twelve director nominees are presented for election, each for a one-year term.

Executive compensation and say-on-pay

• Advisory vote on the executive compensation program is included as a voting item.

• Amendment and restatement of the 2022 Incentive Plan is up for approval.