UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form
Current Report
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
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| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On May 20, 2022, Truist Financial Corporation (“Truist”) announced that Daryl N. Bible, Truist’s Chief Financial Officer, will retire from Truist later this year, upon the naming and transition of his successor in the role (the “Retirement Date”).
In connection with his retirement, Truist and Mr. Bible entered into a Retirement and Consulting Agreement (the “Agreement”), pursuant to which Mr. Bible will provide consulting services to support the transition of the Chief Financial Officer’s responsibilities to his successor, including with respect to capital, liquidity and other balance sheet management activities. These consulting services will be provided for a period of one year from the Retirement Date (the “Consulting Period”). The Agreement also includes non-competition and other similar restrictions for a period of 12 months after the Retirement Date, as well as other customary separation provisions.
For those services and commitments, Mr. Bible will receive monthly consulting fees of $125,000 during the Consulting Period and a lump sum payment of $2,750,000 at the conclusion of the Consulting Period. Mr. Bible will also continue participation for 24 months after the Retirement Date in Truist’s health and welfare benefits.
Mr. Bible’s unvested performance unit awards, long-term incentive plan awards, and restricted stock unit awards remain subject to the terms and conditions of the incentive plans and award agreements under which they were granted.
| Item 7.01 | Regulation FD Disclosure. |
A copy of the news release issued by Truist announcing Mr. Bible’s retirement, dated May 20, 2022, is furnished as Exhibit 99.1. The news release at Exhibit 99.1 is being furnished and shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that Section and shall not be incorporated by reference into any registration statement or other document pursuant to the Securities Act of 1933, as amended, or the Exchange Act, except as otherwise expressly stated in such filing.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits.
| Exhibit No. |
Description of Exhibit | |
| 99.1 | News release dated May 20, 2022 | |
| 104 | The cover page from this Current Report on Form 8-K, formatted in Inline XBRL | |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| TRUIST FINANCIAL CORPORATION | ||
| (Registrant) | ||
| By: | /s/ Cynthia B. Powell | |
| Name: | Cynthia B. Powell | |
| Title: | Executive Vice President and Corporate Controller (Principal Accounting Officer) | |
Date: May 20, 2022