Truist amends bylaws with director age cap of 75 and enhanced shareholder proposal disclosure

TRUIST FINANCIAL CORP

Directors will not be nominated for term starting after they turn 75.
Enhanced disclosure requirements for shareholder proposals and director nominations.
Lead Independent Director may now call special board meetings.
Clarified process for fixing officer compensation and board action without a meeting.
Removed provisions on board oversight of contracts, loans, deposits to align with practices.

Key facts

Extracted from this filing and checked against the source text.

Governance Changes SEC 8-K Item 5.03/5.05/5.06 confidence 0.9

TRUIST FINANCIAL CORP: Amended Bylaws to revise procedural and disclosure requirements for shareholder proposals and director nominations, including age limit for director nominations, committee flexibility, and other clarifications (effective 2025-07-29).

Change: bylaw amendment
Effective: 2025-07-29

Exact text from the filing

On July 29, 2025, the Board of Directors of Truist Financial Corporation (“Truist”) approved and adopted, effective as of such date, amendments to Truist’s Amended and Restated Bylaws (as so amended, the “Bylaws”).

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Source: SEC EDGAR

accession 0000092230-25-000126

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