Truist Financial AGM: Shareholders Back Directors, Pay, PwC as CEO Rogers Reaffirms ROTCE Targets

Shareholders overwhelmingly backed management: all 12 director nominees and the advisory "say-on-pay" received over 91% support, ratification of PwC and the amended 2022 Incentive Plan each exceeded 96%, while a shareholder proposal on "values misalignment" failed with under 2% support.

CEO Bill Rogers reaffirmed Truist's capital-return and performance goals, noting $5.2 billion returned to shareholders in 2025 and a 15% ROTCE target for 2027 with a long-term aim of 16–18% ROTCE over the next 3–5 years as the bank drives growth, expense discipline and elevated dividends/repurchases.

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Truist Financial (NYSE:TFC) held its 2026 annual meeting of shareholders virtually, with Chief Legal Officer and Corporate Secretary Scott Stengel opening the session and noting that meeting materials—including the proxy statement, annual report, Form 10-K, and rules of conduct—were available online. Stengel also reminded shareholders that company comments included forward-looking statements subject to risks and uncertainties described in Truist’s SEC filings.

Chairman and CEO Bill Rogers called the meeting to order and recognized the board of directors and members of the operating council in attendance. Rogers said representatives from PricewaterhouseCoopers (PwC), Truist’s independent public accounting firm, were also present, naming Renee Kosofsky, Eric Ullman, and Michael Stork.

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The inspector of election reported that 1,108,291,362 shares were represented in person or by proxy, equal to 89.3% of the 1,241,009,752 shares outstanding as of the record date. The operator also reported that proxy materials were mailed on March 16, 2026, to shareholders of record as of Feb. 19, 2026.

Shareholders voted on five proposals, which Stengel summarized as:

Election of 12 director nominees

A non-binding advisory vote to approve executive compensation

Ratification of PwC as independent registered public accounting firm for 2026

Approval of an amendment and restatement of the Truist Financial Corporation 2022 Incentive Plan

A shareholder proposal requesting a report on risks from misalignment between company policies and its customer base

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Georgeson reported that each director nominee received more than 91% of votes cast. The advisory “say-on-pay” proposal also received more than 91% support. The PwC ratification and the incentive plan amendment each received more than 96% support. The shareholder proposal received less than 2% support and was not approved.

Shareholder proposal focuses on “values misalignment” risk

The meeting included a prerecorded statement from Stefan Padfield, a principal of the Free Enterprise Initiative and senior legal fellow at The Heritage Foundation, which sponsored the fifth proposal. Padfield said the proposal sought a report on whether Truist’s policies could be misaligned with the values of its customer base and whether such misalignment could expose the company to “significant risk.”

In his remarks, Padfield cited what he called “red flags,” including Truist’s association with diversity, equity, and inclusion initiatives; a score of 100 on the Human Rights Campaign’s Corporate Equality Index; and commitments he said further the “green energy transition.” He also pointed to ratings referenced in his statement, including a “high risk” designation on the 1792 Exchange’s Corporate Bias Ratings and a 6% score on Alliance Defending Freedom’s Viewpoint Diversity Score Business Index.

Padfield also said The Heritage Foundation “acknowledge[d] and applaud[ed] Truist’s serious engagement and relevant progress,” including that Truist “apparently does not cooperate with the HRC CEI survey,” does not use the Southern Poverty Law Center as a screening tool, and “provides medical coverage for at least some detransition procedures.” He added that “too many red flags remain,” including what he described as the exclusion of religious organizations from certain corporate giving programs.

Stengel said the board’s opposition statement was included in the proxy statement.

Rogers outlines strategy, capital return, and return targets

After the business portion of the meeting concluded, Rogers described Truist as a “purpose-driven financial services company” focused on “inspiring and building better lives and communities.” He said that through 2025, Truist made “meaningful progress” in its growth strategy by deepening client relationships and expanding in areas such as premier banking, payments, investment banking, and wealth.

Rogers said Truist invested in teammates, technology, and risk infrastructure, including increased use of artificial intelligence, which he said strengthened the client experience and improved productivity. He added that “strong credit and risk management remain foundational,” and said asset quality “stayed sound,” supported by underwriting discipline, a diversified portfolio, and proactive risk management.

Rogers also highlighted shareholder returns, stating that Truist returned $5.2 billion in 2025 through dividends and share repurchases. Looking ahead, he said Truist entered 2026 with “strong momentum” and reiterated a 15% return on tangible common equity (ROTCE) target in 2027. Rogers said the company sees a “clear path” to driving returns of 16% to 18% over the next three to five years as earnings power strengthens and capital is deployed, citing strategic execution, core business growth, positive operating leverage, expense and risk discipline, and “elevated capital return to shareholders.”

Q&A highlights: first-quarter performance and outlook

During Q&A, Stengel relayed shareholder questions about how Truist is performing following the company’s first-quarter earnings release, including capital return. Rogers said he was seeing “strong underlying momentum across the franchise,” “healthy client activity,” improving profitability, and disciplined execution. He said first-quarter performance included “strong earnings growth” and “positive operating leverage,” along with continued progress toward return targets.

Rogers added that Truist is working to build “earnings durability” through higher-quality growth, expense and risk discipline, and “meaningful capital return, including dividends and share repurchases.” He also cited “expected changes to the regulatory capital framework” and said Truist had established a “long-term ROTCE target of 16%-18%.”

The meeting concluded after management directed shareholders with additional questions to email Truist investor relations at [email protected].

About Truist Financial (NYSE:TFC)

Truist Financial Corporation is an American bank holding company that provides a broad range of financial services through its primary subsidiary, Truist Bank, and other operating units. The company offers traditional retail banking products and services such as deposit accounts, consumer and residential mortgage lending, and credit and debit card services. Truist also serves commercial clients with middle-market and corporate lending, treasury and payment solutions, and specialty finance products.

Beyond core banking, Truist operates wealth management, asset management, insurance and capital markets businesses.