What changes were made to director compensation?

The annual retainer for non-employee directors increased from $45,000 to $55,000, and the supplemental retainer for the Chairman of the Personnel and Compensation Committee increased from $10,000 to $20,000. Both changes are effective in the third quarter of 2010. Additionally, each non-employee director received a grant of 1,815 deferred stock units.

What were the outcomes of the annual shareholder meeting?

Shareholders elected all 17 director nominees, ratified PricewaterhouseCoopers LLP as the independent auditor for 2010, and approved the advisory vote on executive compensation ("say on pay"). A shareholder proposal to seek future shareholder approval for certain severance agreements was also approved, while a proposal for additional disclosure on the tax deductibility of compensation was not approved.

Why was director compensation reviewed and adjusted?

The review was conducted to ensure director compensation aligned with business and shareholder interests, remained competitive with PNC's peer group, and responded to changes in the broader compensation environment. The increase in the Personnel and Compensation Committee Chair retainer reflects additional responsibilities and aligns with peer group practices.

How does the deferred stock unit grant help align director and shareholder interests?

Each deferred stock unit tracks the price of a share of PNC common stock. Directors will receive the cash value of these units based on the stock price at the time of payout, which will not occur before retirement or age 70. This structure incentivizes directors to focus on the long-term performance and stock value appreciation of the company.

PNC 8-K: Material Agreements & Shareholder Matters

Summary

PNC Financial Services Group, Inc. filed an 8-K on May 3, 2010, reporting on two key events. The first is the April 27, 2010, annual review of non-employee director compensation by the Nominating and Governance Committee. This review, conducted with input from Towers Watson, resulted in an increase to the annual retainer from $45,000 to $55,000 and an increase in the supplemental retainer for the Personnel and Compensation Committee Chair from $10,000 to $20,000, both effective in Q3 2010. Additionally, each non-employee director received a grant of 1,815 deferred stock units to align their interests with long-term shareholders. The second major event was the annual shareholder meeting held on April 27, 2010. Key outcomes included the election of all 17 director nominees, ratification of PricewaterhouseCoopers LLP as the independent auditor for 2010, and approval of the advisory "say on pay" vote regarding executive compensation. Notably, shareholders also approved a proposal seeking future shareholder approval for certain severance agreements but did not approve a proposal requesting additional disclosure on the tax deductibility of certain compensation.

Key Highlights

1PNC's Nominating and Governance Committee approved an increase in the annual retainer for non-employee directors from $45,000 to $55,000, effective Q3 2010.
2The supplemental retainer for the Personnel and Compensation Committee Chairman was increased from $10,000 to $20,000, effective Q3 2010.
3Each non-employee director received a grant of 1,815 deferred stock units, aligning director and shareholder interests.
4All 17 director nominees were elected by shareholders at the annual meeting.
5PNC's independent auditor for 2010, PricewaterhouseCoopers LLP, was ratified by shareholders.
6Shareholders approved the advisory "say on pay" vote regarding executive compensation.
7A shareholder proposal requiring future shareholder approval for certain severance agreements was approved.

PNC FINANCIAL SERVICES GROUP, INC. 8-K Report, Material Agreement (May 3, 2010)

Summary

Key Highlights

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