TFC DEF 14A DEF-14A Report April 23, 2013 | Alphaminr
TRUIST FINANCIAL CORP

TFC DEF 14A Report ended April 23, 2013

TRUIST FINANCIAL CORP
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TABLE OF CONTENTS
QUESTIONS AND ANSWERS ABOUT THE ANNUAL MEETING AND VOTINGPROPOSAL 1 ELECTION OF DIRECTORSCORPORATE GOVERNANCE MATTERSDIRECTOR INDEPENDENCEBOARD MATCHINGATTENDANCE AND COMMITTEES OF THE BOARDBOARD LEADERSHIP STRUCTURECORPORATE GOVERNANCE GUIDELINESDIRECTOR RESIGNATION POLICYRELATED PERSON TRANSACTIONS POLICY AND PROCEDURESCODES OF ETHICSCOMMUNICATIONS WITH THE BOARD OF DIRECTORSSHAREHOLDER ENGAGEMENT PROGRAMPOLICY FOR ACCOUNTING AND LEGAL COMPLAINTSDIRECTOR NOMINATIONSRISK MANAGEMENTSTOCK OWNERSHIP GUIDELINESAUDIT COMMITTEE PRE-APPROVAL POLICYCORPORATE GOVERNANCE MATERIALSSECURITY OWNERSHIPSECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCEPROPOSAL 2 RATIFICATION OF PRICEWATERHOUSECOOPERS LLP AS INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2013FEES TO AUDITORSAUDIT COMMITTEE REPORTPROPOSAL 3 VOTE ON AN ADVISORY RESOLUTION TO APPROVE BB&TS OVERALL PAY- FOR-PERFORMANCE EXECUTIVE COMPENSATION PROGRAMCOMPENSATION DISCUSSION AND ANALYSISSECTION 1EXECUTIVE SUMMARYSECTION 2GENERAL COMPENSATION PHILOSOPHY, GUIDING PRINCIPLES AND COMPENSATION SETTING PROCESSSECTION 3COMPONENTS OF EXECUTIVE COMPENSATIONSECTION 4ADDITIONAL POLICIES, PLANS AND OTHER FACTORS APPLICABLE TO EXECUTIVE COMPENSATIONSECTION 5TAX AND ACCOUNTING CONSIDERATIONSSECTION 6CONCLUSIONCOMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATIONCOMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATIONCOMPENSATION OF EXECUTIVE OFFICERS2012 SUMMARY COMPENSATION TABLE2012 GRANTS OF PLAN-BASED AWARDS2012 OUTSTANDING EQUITY AWARDS AT FISCAL YEAR -ENDOPTION EXERCISES AND STOCK VESTED IN 20122012 PENSION BENEFITS2012 NON-QUALIFIED DEFERRED COMPENSATIONPOTENTIAL PAYMENTS UPON TERMINATION OR CHANGE OF CONTROLCOMPENSATION OF DIRECTORS2012 DIRECTOR COMPENSATION TABLETRANSACTIONS WITH EXECUTIVE OFFICERS AND DIRECTORSPROPOSAL 4 SHAREHOLDER PROPOSAL REQUESTING REPORTS WITH RESPECT TO BB&TS POLITICAL CONTRIBUTIONS AND RELATED POLICIES AND PROCEDURESSTATEMENT OF THE BOARD OF DIRECTORS IN OPPOSITION TO THE SHAREHOLDER PROPOSALPROPOSAL 5 SHAREHOLDER PROPOSAL REGARDING MAJORITY VOTING IN DIRECTOR ELECTIONSSTATEMENT OF THE BOARD OF DIRECTORS IN OPPOSITION TO THE SHAREHOLDER PROPOSALOTHER MATTERSATTENDING THE ANNUAL MEETING