Morning, everyone. I'm Scott Stengel, Chief Legal Officer and Corporate Secretary for Truist, I'd like to welcome you to Truist Financial Corporation's 2026 annual meeting of shareholders. Thanks to our shareholders for joining us again this year using the virtual meeting platform. To help you follow along with the meeting, we've made the following documents available on the virtual meeting website. There you can find the 2026 proxy statement, 2025 annual report to shareholders, 2025 Form 10-K, annual meeting agenda, rules of conduct for the annual meeting, and the list of Truist shareholders of record. Joining me here today is our Chairman and CEO, Bill Rogers. Please note that our comments today include forward-looking statements within the meeting of the Federal Securities laws. These statements are subject to risks and uncertainties that could cause actual results to differ materially.
Please refer to our SEC filings for a discussion of risks and other factors that may affect future results. We undertake no obligation to update these statements except as required by law. At this time, I'd like to turn it over to Chairman Rogers to call the meeting to order.
Good morning. I'm very pleased to welcome all of you to our 2026 annual meeting of shareholders. I'll begin by calling the meeting to order. I first want to recognize our board of directors who are in attendance and whose strategic oversight has enabled our purpose-driven company to continue creating meaningful long-term value for our shareholders. Also attending the meeting are talented members of our operating council together with Renee Kosofsky, Eric Ullman, and Michael Stork, representatives from PricewaterhouseCoopers, the independent public accounting firm for Truist. Business will be conducted according to the agenda and rules of conduct that are available on the virtual meeting website. After the business of the meeting is concluded, I'll make some comments about Truist and then respond to questions from shareholders.
Scott Stengel is appointed as secretary and Bill Fiske of Georgeson LLC as the inspector of election for this annual meeting. I'll now ask Mr. Fiske to report the number of shares represented at the meeting and whether notice of the meeting was properly furnished.
Mr. Chairman, I can report that of the 1,241,009,752 shares outstanding as of the record date, there are present at this meeting or represented by proxy 1,108,291,362 shares or 89.3% of the total outstanding shares. Mr. Chairman, I also report that Georgeson has in its possession an affidavit from Broadridge Financial Solutions. This affidavit indicates that the proxy statement or notice of internet availability of proxy materials was mailed on March 16th, 2026, to record holders of Truist common stock as of the record date of February 19th, 2026.
Thank you, Mr. Fiske. Notice of this annual meeting was properly furnished and a quorum exists. I declare that the meeting is now properly convened, and the polls are open. Shareholders who intend to vote shares at this meeting may vote at this time using the virtual meeting platform. I'll now ask Mr. Stengel to announce the five proposals that were submitted for shareholders vote at today's meeting.
Proposal one is to elect 12 director nominees as identified in the proxy statement. Proposal two is to vote on a non-binding advisory resolution to approve Truist's executive compensation program. Proposal three is to ratify the appointment of PricewaterhouseCoopers LLP as Truist's independent registered public accounting firm for 2026. Proposal four is to vote to approve the amendment and restatement of the Truist Financial Corporation 2022 Incentive Plan. Proposal five is a shareholder proposal regarding a report on risks for misalignment between company policies and customer base. We'll now play a pre-recorded statement from Mr. Padfield, representing The Heritage Foundation, to present this proposal. Operator, please play the statement for Mr. Padfield at this time.
My name is Stefan Padfield, and I am a principal of the Free Enterprise Initiative, as well as a senior legal fellow at the Heritage Foundation. The Heritage Foundation is the proponent of proposal five, which seeks a report on how Truist's policies may be misaligned with the values of its customer base and how such misalignment may expose the company to significant risk. Our proposal sets forth a number of red flags that highlight why shareholders need the requested report. First, while our nation has come to realize that nice-sounding phrases like diversity, equity, and inclusion apparently routinely mean immoral and sometimes illegal discrimination in practice, Truist has unfortunately been associated with such initiatives.
Second, while one might think an organization called the Human Rights Campaign, along with its Corporate Equality Index, would be associated with protecting the rights of children and females, in practice, there are again grave concerns that in application, those banners advance a war on children and females. Yet, Truist scores 100 on the HRC's CEI. Third, while the green energy transition has arguably been exposed as a utopian endeavor that leaves Americans poorer and vulnerable to foreign adversaries, Truist apparently maintains commitments furthering that agenda. The potential values misalignment reflected by the foregoing red flags is manifest in the fact that Truist is rated a high risk on the 1792 Exchange's Corporate Bias Ratings and scored a meager 6% on Alliance Defending Freedom's Viewpoint Diversity Score Business Index.
Having said that, The Heritage Foundation wants to acknowledge and applaud Truist's serious engagement and relevant progress. For example, Truist apparently does not cooperate with the HRC CEI survey, does not use the biased Southern Poverty Law Center as a screening tool, and provides medical coverage for at least some detransition procedures. Nonetheless, too many red flags remain, apparently including exclusion of religious organizations from relevant corporate giving programs. In its opposition statement, Truist's board argues that our requested report would be duplicative of existing board oversight. Given that our proposal expressly references the ADF and 1792 Exchange scores and ratings, that statement could be read as an assertion that the board has reviewed those reports and reached a conclusion regarding their validity. Yet, the opposition statement references neither.
Accordingly, Truist Board is now on record claiming full proper oversight of the red flags and associated risks identified in our proposal. The duty to make fully informed decision is ongoing, and The Heritage Foundation looks forward to continuing to provide critical and unique perspectives to the Board for the benefit of all shareholders.
That concludes Mr. Padfield's statement, and the board's statement and opposition to it is set forth in the proxy statement. We've now covered all of the proposals.
Thank you, Mr. Stengel. The polls are now closed, and I call on Bill Fiske of Georgeson to announce the votes on each proposal.
Mr. Chairman, regarding proposal one, the election of 12 directors, each director received more than 91% of the votes cast. Regarding proposal two, a non-binding advisory resolution to approve Truist's executive compensation program, more than 91% of the votes cast were in favor of the proposal. Regarding proposal three, the ratification of the appointment of PricewaterhouseCoopers, more than 96% of the votes cast were in favor of the proposal. Regarding proposal four, the approval of the amendment and restatement of the Truist Financial Corporation 2022 Incentive Plan, more than 96% of the votes cast were in favor of the proposal. Regarding proposal five, the shareholder proposal regarding a report on risks from misalignment between company policies and customer base, less than 2% of the votes cast were in favor of the proposal.
Thank you, Mr. Fiske. All director nominees have been elected and proposals two, three and four have been approved. Proposal five was not approved. This concludes the business of today's meeting, and the annual meeting of Truist shareholders is now adjourned. With that, and before we go into Q&A, I'd like to share some comments with you about Truist, our results, and our areas of focus. Truist is a purpose-driven financial services company focused on inspiring and building better lives and communities.
That purpose continues to guide our strategy, our decisions, and how we show up for clients and communities every day. Through 2025, we've made meaningful progress advancing our growth strategy by deepening client relationships and expanding in areas such as premier banking, payments, investment banking, and wealth, where Truist brings differentiated advice and capabilities.
We also invested thoughtfully in our teammates, technology, and risk infrastructure. These investments, including the increased use of artificial intelligence, strengthen the client experience, improve productivity, and enhanced our operating model. Strong credit and risk management remain foundational. Asset quality stayed sound, supported by prudent underwriting, a diversified portfolio, and a proactive approach to risk that has served us well across cycles.
In 2025, we returned $5.2 billion to shareholders through dividends and share repurchases, underscoring our confidence in Truist's earnings power and long-term strategy. As we look ahead, we enter 2026 with strong momentum and multiple paths to sustainable growth and profitability improvement, including our 15% ROTCE target in 2027. While we remain firmly on track to achieve this target, it is not a ceiling for our company.
With continued execution and discipline, we see a clear path to driving returns of 16%-18% over the next three to five years as earnings power strengthens and capital is deployed. Achieving these returns will be driven by continued execution of our strategic priorities, sustained growth in our core businesses, positive operating leverage, disciplined expense and risk management, and elevated capital return to shareholders.
I'm energized by the progress we're making and remain focused on executing with discipline, delivering for our clients, and creating long-term value for our shareholders. In closing, I want to thank our teammates for their dedication and care, our clients for their trust, our board of directors for its leadership and guidance, and our shareholders for your continued confidence in Truist. Now let me turn it over to Mr. Stengel for any questions.
We're now ready to begin Q&A. We received a question in advance of today's meeting via our online voting site, and we've also been monitoring the virtual meeting platform for questions submitted during the meeting. Know that if you have something specific that you still wish to hear about, please send questions to our investor relations team at investors@truist.com. We've had some questions with a common theme, Chairman Rogers, that given that we just released Q1 earnings, can you share a bit on how Truist is performing, including returning capital to shareholders?
Great. Thank you for those questions. We're seeing strong underlying momentum across the franchise, healthy client activity, improving profitability, and disciplined execution against our priorities. Our Q1 performance reflects that focus, with strong earnings growth, positive operating leverage, and continued progress toward our return targets. Just as importantly, we're building earnings durability through higher quality growth, expense and risk discipline, and meaningful capital return, including dividends and share repurchases.
All of that gives me confidence not only in the outlook for 2026, but in our ability to deliver sustained value over the long term. With continued execution against our strategic priorities, higher capital return, and the benefit of expected changes to the regulatory capital framework, we've established a long-term ROTCE target of 16%-18%.
This reflects both the progress we've made thus far through the Q1 and our confidence in the durability and scalability of our strategy long term.
With those questions answered, that concludes the Q&A. If shareholders have additional questions, please send them to our investor relations team at investors@truist.com. At this time, I'll turn it back over to Bill.
Thank you. Once again, I'd like to thank our shareholders for their continued investment in and support of Truist. This concludes our meeting.
Thank you for joining. You may now disconnect.