8-K
filed October 2, 2023, 7:59 PM ET
ticker TFC
CIK 0000092230
leadership
confidence high
sentiment neutral
materiality 0.55
Truist: eight directors departing by Dec 31; board reduces to 13
TRUIST FINANCIAL CORP
- Four directors retiring due to mandatory age (King, Qubein, Ratcliffe, Thompson); four concluding early for personal reasons (Cablik, Donahue, Maynard, Scruggs).
- Post-departures, board will consist of 13 directors, 12 of whom are independent.
- Bylaws amended to tighten shareholder proposal disclosures and proxy requirements, including universal proxy card rules.
- Governance provisions from BB&T/SunTrust merger (2019) removed as expired or implemented.
Key facts
Extracted from this filing and checked against the source text.
Executive change
SEC 8-K Item 5.02
confidence 0.95
Nido R. Qubein retired as Director at TRUIST FINANCIAL CORP.
- Action
- retired
- Role
- Director
Exact text from the filing
On December 31, 2023, the retirements of directors Kelly S. King, Nido R. Qubein, David M. Ratcliffe and Thomas N. Thompson will occur due to these directors reaching Truist’s mandatory retirement age.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Anna R. Cablik departed as Director at TRUIST FINANCIAL CORP.
- Action
- concluded service
- Role
- Director
Exact text from the filing
In addition, Board members Anna R. Cablik, Paul D. Donahue, Easter A. Maynard and Frank P. Scruggs, Jr. notified Truist on September 26, 2023, that they have chosen to conclude their service as directors effective as of December 31, 2023.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Paul D. Donahue departed as Director at TRUIST FINANCIAL CORP.
- Action
- concluded service
- Role
- Director
Exact text from the filing
In addition, Board members Anna R. Cablik, Paul D. Donahue, Easter A. Maynard and Frank P. Scruggs, Jr. notified Truist on September 26, 2023, that they have chosen to conclude their service as directors effective as of December 31, 2023.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Easter A. Maynard departed as Director at TRUIST FINANCIAL CORP.
- Action
- concluded service
- Role
- Director
Exact text from the filing
In addition, Board members Anna R. Cablik, Paul D. Donahue, Easter A. Maynard and Frank P. Scruggs, Jr. notified Truist on September 26, 2023, that they have chosen to conclude their service as directors effective as of December 31, 2023.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Thomas N. Thompson retired as Director at TRUIST FINANCIAL CORP.
- Action
- retired
- Role
- Director
Exact text from the filing
On December 31, 2023, the retirements of directors Kelly S. King, Nido R. Qubein, David M. Ratcliffe and Thomas N. Thompson will occur due to these directors reaching Truist’s mandatory retirement age.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
David M. Ratcliffe retired as Director at TRUIST FINANCIAL CORP.
- Action
- retired
- Role
- Director
Exact text from the filing
On December 31, 2023, the retirements of directors Kelly S. King, Nido R. Qubein, David M. Ratcliffe and Thomas N. Thompson will occur due to these directors reaching Truist’s mandatory retirement age.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Kelly S. King retired as Director at TRUIST FINANCIAL CORP.
- Action
- retired
- Role
- Director
Exact text from the filing
On December 31, 2023, the retirements of directors Kelly S. King, Nido R. Qubein, David M. Ratcliffe and Thomas N. Thompson will occur due to these directors reaching Truist’s mandatory retirement age.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Frank P. Scruggs, Jr. departed as Director at TRUIST FINANCIAL CORP.
- Action
- concluded service
- Role
- Director
Exact text from the filing
In addition, Board members Anna R. Cablik, Paul D. Donahue, Easter A. Maynard and Frank P. Scruggs, Jr. notified Truist on September 26, 2023, that they have chosen to conclude their service as directors effective as of December 31, 2023.
View on SEC.gov
Governance Changes
SEC 8-K Item 5.03/5.05/5.06
confidence 0.9
TRUIST FINANCIAL CORP: Amended Bylaws to revise shareholder proposal procedures and remove expired merger-related provisions (effective 2023-09-27).
- Change
- bylaw amendment
- Effective
- 2023-09-27
Exact text from the filing
On September 27, 2023, the Board of Truist approved and adopted, effective as of such date, amendments to Truist’s Amended and Restated Bylaws (as so amended, the “Bylaws”).
View on SEC.gov
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