TRUIST FINANCIAL CORP — Proxy Solicitation & Information Statement 2018

Mar 15, 2018

DEFA14A 1 d512098ddefa14a.htm DEFINITIVE ADDITIONAL MATERIALS Definitive Additional Materials

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

(Rule 14A-101)

INFORMATION REQUIRED IN PROXY STATEMENT

SCHEDULE 14A INFORMATION

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Securities Exchange Act of 1934 (Amendment No. )

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BB&T Corporation

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NNNNNNNNNNNN C 1234567890 IMPORTANT ANNUAL MEETING INFORMATION 000004 NNNNNN ENDORSEMENT_LINE SACKPACKMR A SAMPLE DESIGNATION (IF ANY) ADD 1 ADD 2 ADD 3 ADD 4 NNNNNNNNN ADD 5 ADD 6 Vote by Internet Go to www.envisionreports.com/BBT Or scan the QR code with your smartphone Follow the steps outlined on the secure website Notice of Annual Meeting of Shareholders 1234 5678 9012 345 Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting of Shareholders to be Held on April 24, 2018 Under Securities and Exchange Commission rules, you are receiving this notice that the proxy materials for the BB&T Corporation annual shareholders’ meeting are available on the Internet. Follow the instructions below to view the materials and vote online or request a copy. The items to be voted on and location of the annual meeting are on the reverse side. Your vote is important! This communication presents only an overview of the more complete proxy materials that are available to you on the Internet. We encourage you to access and review all of the important information contained in the proxy materials before voting. The Proxy Statement, BB&T’s Annual Report and Form 10-K are available at: www.envisionreports.com/BBT Easy Online Access — A Convenient Way to View Proxy Materials and Vote When you go online to view materials, you can also vote your shares. Step 1: Go to www.envisionreports.com/BBT to view the materials. Step 2: Click on Cast Your Vote or Request Materials. Step 3: Follow the instructions on the screen to log in. Step 4: Make your selection as instructed on each screen to select delivery preferences and vote. When you go online, you can also help the environment by consenting to receive electronic delivery of future materials. Obtaining a Copy of the Proxy Materials – If you want to receive a copy of these documents, you must request one. There is no charge to you for requesting a copy. Please make your request for a copy as instructed on the reverse side on or before April 13, 2018 to facilitate timely delivery. 2NOT COY 02QLDG

N OTICE OF A NNUAL M EETING OF S HAREHOLDERS T HE A NNUAL M EETING OF S HAREHOLDERS OF BB&T C ORPORATION WILL BE HELD AT THE B ENTON C ONVENTION C ENTER , 301 W EST F IFTH S TREET , W INSTON -S ALEM , NC 27101, ON T UESDAY , A PRIL 24, 2018 AT 11:00 A . M . E ASTERN D AYLIGHT T IME . P ROPOSALS TO BE VOTED ON AT THE MEETING ARE LISTED BELOW ALONG WITH THE B OARD OF D IRECTORS ’ RECOMMENDATIONS . E LECTION OF D IRECTORS – T HE B OARD OF D IRECTORS RECOMMENDS A VOTE FOR EACH OF THE NOMINEES LISTED IN P ROPOSAL 1. 1. T HE ELECTION OF FOURTEEN DIRECTORS , EACH FOR A ONE - YEAR TERM EXPIRING AT THE 2019 A NNUAL M EETING OF S HAREHOLDERS : (01) J ENNIFER S. B ANNER (05) E RIC C. K ENDRICK (09) N IDO R. Q UBEIN (13) T HOMAS E. S KAINS (02) K. D AVID B OYER , J R . (06) K ELLY S. K ING (10) W ILLIAM J. R EUTER (14) T HOMAS N. T HOMPSON (03) A NNA R. C ABLIK (07) L OUIS B. L YNN , P H .D. (11) T OLLIE W. R ICH , J R . (04) I. P ATRICIA H ENRY (08) C HARLES A. P ATTON (12) C HRISTINE S EARS M ANAGEMENT P ROPOSALS – T HE B OARD OF D IRECTORS RECOMMENDS A VOTE FOR P ROPOSALS 2, 3, AND 4. 2. R ATIFICATION OF THE APPOINTMENT OF BB&T’ S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2018. 3. A N ADVISORY VOTE TO APPROVE BB&T’ S EXECUTIVE COMPENSATION PROGRAM . 4. A PPROVAL OF AN AMENDMENT TO BB&T’ S BYLAWS ELIMINATING SUPERMAJORITY VOTING PROVISIONS . S HAREHOLDER P ROPOSAL – T HE B OARD OF D IRECTORS RECOMMENDS A VOTE AGAINST P ROPOSAL 5. 5. A SHAREHOLDER PROPOSAL TO DECREASE THE PERCENTAGE OWNERSHIP REQUIRED TO CALL A SPECIAL SHAREHOLDER MEETING . PLEASE NOTE – YOU CANNOT VOTE BY RETURNING THIS NOTICE. T O VOTE YOUR SHARES YOU MUST VOTE ONLINE OR REQUEST A PAPER COPY OF THE PROXY MATERIALS TO RECEIVE A PROXY CARD . I F YOU WISH TO ATTEND AND VOTE AT THE MEETING , PLEASE REFER TO THE PROXY STATEMENT FOR INSTRUCTIONS . H ERE ’ S HOW TO ORDER A COPY OF THE PROXY MATERIALS AND SELECT A FUTURE DELIVERY PREFERENCE : P APER COPIES : C URRENT AND FUTURE PAPER DELIVERY REQUESTS CAN BE SUBMITTED VIA THE TELEPHONE , I NTERNET OR EMAIL OPTIONS BELOW . E MAIL COPIES : C URRENT AND FUTURE EMAIL DELIVERY REQUESTS MUST BE SUBMITTED VIA THE I NTERNET FOLLOWING THE INSTRUCTIONS BELOW . I F YOU REQUEST AN EMAIL COPY OF CURRENT MATERIALS YOU WILL RECEIVE AN EMAIL WITH A LINK TO THE MATERIALS . PLEASE NOTE: Y OU MUST USE THE NUMBER IN THE SHADED BAR ON THE REVERSE SIDE WHEN REQUESTING A SET OF PROXY MATERIALS . G I NTERNET – G O TO WWW . ENVISIONREPORTS . COM /BBT. C LICK C AST Y OUR V OTE OR R EQUEST M ATERIALS . F OLLOW THE INSTRUCTIONS TO LOG IN AND ORDER A COPY OF THE CURRENT MEETING MATERIALS AND SUBMIT YOUR PREFERENCE FOR EMAIL OR PAPER DELIVERY OF FUTURE MEETING MATERIALS . G T ELEPHONE – C ALL US FREE OF CHARGE AT 1-866-641-4276 AND FOLLOW THE INSTRUCTIONS TO LOG IN AND ORDER A PAPER COPY OF THE MATERIALS BY MAIL FOR THE CURRENT MEETING . Y OU CAN ALSO SUBMIT A PREFERENCE TO RECEIVE A PAPER COPY FOR FUTURE MEETINGS . G E MAIL – S END AN EMAIL TO INVESTORVOTE @ COMPUTERSHARE . COM WITH “P ROXY M ATERIALS FOR BB&T C ORPORATION ” IN THE SUBJECT LINE . I NCLUDE IN THE MESSAGE YOUR FULL NAME AND ADDRESS , PLUS THE NUMBER LOCATED IN THE SHADED BAR ON THE REVERSE , AND STATE IN THE EMAIL THAT YOU WANT A PAPER COPY OF CURRENT MEETING MATERIALS . Y OU CAN ALSO STATE YOUR PREFERENCE TO RECEIVE A PAPER COPY FOR FUTURE MEETINGS . T O FACILITATE TIMELY DELIVERY , ALL REQUESTS FOR A PAPER COPY OF THE PROXY MATERIALS MUST BE RECEIVED BY A PRIL 13, 2018. 02QLDG