What were the key changes to non-employee director compensation?

The primary changes include an increase in the annual board retainer to $90,000 from $67,500, and higher retainers for committee chairs. Meeting fees for attending board and committee meetings were eliminated. The value of the director equity grant also increased to $145,000, and directors received deferred stock units.

How did shareholders vote on the election of directors?

Shareholders overwhelmingly approved the election of all 13 directors, with vote percentages 'For' ranging from 91.44% to 99.57% for individual nominees. Broker non-votes were recorded for all director nominees.

Was the company's independent auditor ratified?

Yes, the selection of PricewaterhouseCoopers LLP as PNC's independent registered public accounting firm for 2017 was ratified by shareholders with approximately 99.21% of the votes cast in favor.

What was the outcome of the advisory vote on executive compensation (Say-on-Pay)?

The advisory resolution to approve named executive officer compensation was approved by shareholders, with approximately 97.89% of the votes cast in favor. Shareholders also supported holding these advisory votes on an annual basis.

Did the shareholder proposal regarding a diversity report pass?

No, the shareholder proposal requesting a diversity report with specific additional disclosure did not pass, with approximately 88.87% of the votes cast 'Against' the proposal.

PNC 8-K: Material Agreements & Shareholder Matters

Summary

PNC Financial Services Group, Inc. filed an 8-K on April 28, 2017, detailing material events from their annual shareholder meeting held on April 25, 2017. The report primarily addresses changes to non-employee director compensation and the voting outcomes of key shareholder proposals. Investors are likely interested in the adjustments made to director remuneration, which include increased annual retainers and committee chair retainers, as well as an increased value for director equity grants. Notably, the company transitioned from meeting fees to higher retainers, suggesting a shift towards fixed compensation for board members. The annual meeting also saw overwhelming support for the election of directors, the ratification of PricewaterhouseCoopers LLP as the independent auditor, and an advisory vote to approve named executive officer compensation. Shareholders also voted in favor of holding "say-on-pay" votes on an annual basis. However, a shareholder proposal requesting enhanced diversity reporting did not receive sufficient support for approval. These outcomes reflect shareholder confidence in the current leadership and audit functions, while also indicating a clear preference for annual executive compensation reviews.

Key Highlights

1PNC's Nominating and Governance Committee approved changes to non-employee director compensation, effective April 25, 2017.
2Annual board retainer increased from $67,500 to $90,000.
3Meeting fees for board and committee attendance were eliminated, replaced by higher fixed retainers.
4Retainers for Audit, Risk, Personnel and Compensation, Nominating and Governance, and Technology Subcommittee Chairs were increased.
5A new Compliance Subcommittee Chair retainer of $25,000 was established.
6The value of the director equity grant increased from $137,500 to $145,000, with a grant of 1,197 deferred stock units.
7Shareholders overwhelmingly re-elected all 13 directors and ratified the appointment of PricewaterhouseCoopers LLP as the independent auditor for 2017.

PNC FINANCIAL SERVICES GROUP, INC. 8-K Report, Material Agreement (Apr 28, 2017)

Summary

Key Highlights

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