Triumph Financial, Inc. — Proxy Solicitation & Information Statement 2023

Mar 15, 2023

DEFA14A 1 d313397ddefa14a.htm DEFA14A DEFA14A

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

(RULE 14a-101)

INFORMATION REQUIRED IN PROXY STATEMENT

SCHEDULE 14A INFORMATION

PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE

SECURITIES EXCHANGE ACT OF 1934

Filed by the Registrant ☒

Filed by a Party other than the Registrant ☐

Check the appropriate box:

☐ Preliminary Proxy Statement

☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

☐ Definitive Proxy Statement

☒ Definitive Additional Materials

☐ Soliciting Material Pursuant to Section 240.14a-12

TRIUMPH FINANCIAL, INC.

(Name of Registrant as Specified In Its Charter)

N/A

(Name of Person(s) Filing Proxy Statement, if other than Registrant)

Payment of Filing Fee (Check the appropriate box):

☒ No fee required.

☐ Fee paid previously with preliminary materials.

☐ Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.

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P.O. BOX 8016, CARY, NC 27512-9903

Triumph Financial, Inc.

Important Notice Regarding the Availability of Proxy Materials

Stockholders Meeting to be held on

April 25, 2023

For Stockholders of record as of February 27, 2023

This communication presents only an overview of the more complete proxy materials that are available to you on the Internet. This is not a ballot. You cannot use this notice to vote your shares. We encourage you to access and review all of the important information contained in the proxy materials before voting.

To view the proxy materials, and to obtain directions to attend the meeting, go to: www.proxydocs.com/TFIN

To vote your proxy while visiting this site, you will need the 12 digit control number in the box below.

Under United States Securities and Exchange Commission rules, proxy materials do not have to be delivered in paper. Proxy materials can be distributed by making them available on the internet.

●
If you want to receive a paper or e-mail copy of the proxy material, you must request one. There is no charge to you for requesting a copy. In order to receive a
paper package in time for this year’s meeting, you must make this request on or before April 14, 2023. To order paper materials, use one of the following methods.

INTERNET	TELEPHONE	* E-MAIL
www.investorelections.com/TFIN	(866) 648-8133	paper@investorelections.com
When requesting via the Internet or telephone
you will need the 12 digit control number located in the shaded box above.	* If requesting material by e-mail, please send a blank e-mail with the 12 digit control number (located above) in the subject line. No other requests, instructions OR other inquiries should be included with your e-mail
requesting material.

Triumph Financial, Inc.
Meeting Type: Annual Meeting of Stockholders
Date: Tuesday, April 25, 2023
Time: 9:00 AM, Central Time
Place: 3 Park Central, 12700 Park Central Drive, 15th Floor
Dallas, TX
75251
SEE REVERSE FOR FULL AGENDA

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Triumph Financial, Inc.

Annual Meeting of Stockholders

THE BOARD OF DIRECTORS RECOMMENDS A VOTE:

FOR ON PROPOSALS 1, 2, 3 AND 4

	PROPOSAL
1.	Election of Directors
	1.01 Carlos M. Sepulveda, Jr.
	1.02 Aaron P. Graft
	1.03 Charles A. Anderson
	1.04 Harrison B. Barnes
	1.05 Debra A. Bradford
	1.06 Richard L. Davis
	1.07 Davis Deadman
	1.08 Laura K. Easley
	1.09 Maribess L. Miller
	1.10 Michael P. Rafferty
	1.11 C. Todd Sparks
2.	Management Proposal Regarding Advisory Approval of the Company's Executive Compensation
3.	Management Proposal to Approve the Third Amendment to the Triumph Financial, Inc. 2014 Omnibus Incentive Plan
4.	Ratification of Selection of Independent Registered Public Accounting Firm.
5.	To transact any business as may properly come before the Annual Meeting or any adjournments or postponements.