TRUIST FINANCIAL CORP : Change in Directors or Principal Officers, Amendments to Articles of Inc. or Bylaws; Change in Fiscal Year, Financial Statements and Exhibits (form 8-K)

Published: 2021-10-26 17:00:12 ET TFC

ITEM 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On October 25, 2021, Paul R. Garcia, a member of the Board of Directors (the "Board") of Truist Financial Corporation ("Truist"), notified Truist of his intention to retire from the Board effective as of October 26, 2021. Mr. Garcia's resignation will allow him to pursue other available opportunities and is not due to any disagreement with Truist on any matter relating to Truist's operations, policies or practices. The Board and Truist's management express their deep appreciation to Mr. Garcia for his dedicated service and many significant contributions to Truist and its predecessor, SunTrust Banks, Inc., during his tenure as a director.

ITEM 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On October 26, 2021, the Board approved and adopted, effective as of such date, an amendment to Truist's Amended and Restated Bylaws (as so amended, the "Bylaws"). Specifically, Article III, Section 14(c) of the Bylaws was amended to remove the restriction fixing the number of directors on the Board at 22 prior to the third anniversary of the closing of the merger between BB&T Corporation and SunTrust Banks, Inc. Effective upon Mr. Garcia's resignation as a director, the size of Truist's Board was reduced from 22 to 21 directors.

The foregoing summary is qualified in its entirety by reference to the Bylaws, a copy of which is attached hereto as Exhibit 3.1 and is incorporated herein by reference.

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