What specific changes were made to director compensation?

The annual cash retainer for non-employee directors was increased from $40,000 to $45,000, effective the second quarter of 2006. Additionally, the equity component of director compensation was revised to eliminate stock options and instead grant 1,300 deferred stock units per director.

What is the purpose and scope of the new 2006 Incentive Award Plan?

The 2006 Incentive Award Plan, approved by shareholders, allows for a variety of awards including stock options, share units, restricted shares, and performance units for both employees and non-employee directors. It aims to incentivize performance and align interests with shareholders. The plan authorizes up to 40,000,000 shares of PNC common stock for issuance.

Are there any changes to the board composition noted in this filing?

Yes, Milton A. Washington retired as a director on April 25, 2006. His retirement was due to the company's Corporate Governance Guidelines which state that individuals aged 70 or older will not be nominated for re-election.

What are the new meeting fee structures for directors?

The filing indicates that the meeting fee schedules were not changed. The rates remain $1,500 for most board meetings and committee meetings, with a lower rate of $750 for quarterly telephonic dividend meetings. For committee meetings, there's a tiered structure where the seventh and subsequent meetings incur a $2,000 fee.

PNC 8-K: Leadership Changes & Material Agreements

Summary

PNC Financial Services Group, Inc. (PNC) filed an 8-K report on May 1, 2006, detailing key decisions made by its board of directors and its shareholders. The Nominating and Governance Committee conducted its annual review of non-employee director compensation, resulting in an increase in the annual cash retainer from $40,000 to $45,000, effective Q2 2006. While meeting fee schedules remained unchanged, the committee also revised equity-based compensation for directors. Furthermore, shareholders approved the adoption of The PNC Financial Services Group, Inc. 2006 Incentive Award Plan at the annual meeting held on April 25, 2006. This plan, effective February 15, 2006, allows for a broad range of equity and dollar-denominated awards to employees and non-employee directors, with a total authorized share pool of 40,000,000. The report also notes the retirement of director Milton A. Washington.

Key Highlights

1Director Compensation Adjustment: Annual cash retainer for non-employee directors increased from $40,000 to $45,000, effective Q2 2006.
2Revised Equity Compensation for Directors: Stock options were eliminated from director equity grants; instead, 1,300 deferred stock units will be granted to each non-employee director.
3Shareholder Approval of 2006 Incentive Award Plan: The new incentive plan was approved by shareholders on April 25, 2006, making it effective February 15, 2006.
4Comprehensive Award Types under New Plan: The 2006 Incentive Award Plan allows for various awards including options, share units, restricted shares, and performance units.
5Significant Share Pool Authorized: The 2006 Incentive Award Plan authorizes up to 40,000,000 shares of common stock for issuance.
6Director Retirement: Milton A. Washington retired as a director due to the company's policy on director age (70 or older).

PNC FINANCIAL SERVICES GROUP, INC. 8-K Report, Material Agreement (May 1, 2006)

Summary

Key Highlights

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