8-KLeadership ChangesCorporate ChangesExhibits & Filings

PNC FINANCIAL SERVICES GROUP, INC. 8-K Report, Executive Changes (Aug 15, 2013)

Filed August 15, 2013For Securities:PNC

Summary

This Form 8-K filing by The PNC Financial Services Group, Inc. (PNC) on August 15, 2013, primarily announces significant changes in its executive leadership and corporate governance. Effective August 12, 2013, Robert Q. Reilly was appointed as the new Executive Vice President and Chief Financial Officer, succeeding Richard J. Johnson who retired from the role. Mr. Reilly, with a long tenure at PNC since 1987, brings extensive experience from various leadership positions, most recently as head of the Asset Management Group. Additionally, the filing details the appointment of Andrew T. Feldstein to the Board of Directors, increasing its size to 17 members. Mr. Feldstein, co-founder of BlueMountain Capital Management, brings significant financial industry expertise, including prior roles at JPMorgan. He has also been appointed to the Board's Risk Committee and Personnel and Compensation Committee. The report also outlines amendments to PNC's By-Laws, effective August 15, 2013, which clarify roles, enable virtual shareholder meetings, and enhance procedural aspects of corporate governance.

Key Highlights

  • 1Robert Q. Reilly appointed as new Executive Vice President and Chief Financial Officer, effective August 12, 2013.
  • 2Richard J. Johnson retired as Executive Vice President and Chief Financial Officer.
  • 3Robert Q. Reilly, with 26 years at PNC, was previously head of the Asset Management Group.
  • 4Andrew T. Feldstein appointed to the Board of Directors, increasing its size to 17 members.
  • 5Andrew T. Feldstein appointed to the Board's Risk Committee and Personnel and Compensation Committee.
  • 6PNC's By-Laws were amended, effective August 15, 2013, to clarify roles and enhance corporate governance procedures.
  • 7Amendments to By-Laws include provisions for virtual shareholder meetings and specifying venue for shareholder actions.

Frequently Asked Questions

Robert Q. Reilly has been appointed as the new Executive Vice President and Chief Financial Officer, effective August 12, 2013. He joined PNC in 1987 and has held various leadership roles, most recently as the head of PNC's Asset Management Group. His compensation package includes a base salary of $500,000 and target incentive compensation of $2,500,000.

Yes, Andrew T. Feldstein was appointed to the Board of Directors, effective August 15, 2013, increasing the total number of directors to 17. Mr. Feldstein is the co-founder, CEO, and CIO of BlueMountain Capital Management and brings extensive experience from his previous roles at JPMorgan.

The amendments to PNC's By-Laws, effective August 15, 2013, include clarifications on the roles of the CEO and Chairman, provisions enabling the CEO to call special shareholder meetings, the addition of a provision for 'virtual' shareholder meetings, and a requirement for certain shareholder actions to be brought in the county of PNC's registered office. These changes aim to modernize and clarify corporate governance procedures.

This filing focuses on executive appointments and corporate governance changes rather than providing new financial performance data or future outlook. The appointment of a new CFO and an experienced director to the board are generally seen as steps to ensure continued effective leadership and governance, which are foundational for financial stability and growth. Investors should look to future earnings reports for detailed financial performance and outlook.