8-KLeadership ChangesShareholder Matters

PNC FINANCIAL SERVICES GROUP, INC. 8-K Report, Executive Changes (Apr 27, 2018)

Filed April 27, 2018For Securities:PNC

Summary

This 8-K filing from PNC Financial Services Group, Inc. details the outcomes of its Annual Meeting of Shareholders held on April 24, 2018. The key events include the non-re-election of three directors due to reaching mandatory retirement age and the voting results on several important corporate matters. Investors would note the overwhelming support for the director nominees, the ratification of the company's independent auditor, and the advisory approval of executive compensation. The filing also confirms the voting power of different stock classes. Overall, the results indicate strong shareholder confidence in the current slate of directors and the company's governance and financial oversight.

Key Highlights

  • 1Three directors (Jane G. Pepper, Lorene K. Steffes, and Dennis F. Strigl) did not stand for re-election, having reached PNC's mandatory retirement age.
  • 2All 12 director nominees presented at the annual meeting were elected to the Board of Directors.
  • 3Shareholders provided strong support for the elected directors, with 'For' votes ranging from 90.70% to 99.64% for individual nominees.
  • 4PricewaterhouseCoopers LLP was ratified as PNC's independent registered public accounting firm for 2018 with 98.76% of the vote.
  • 5An advisory vote to approve the compensation of PNC's named executive officers passed with 97.36% of the vote.
  • 6The filing details the voting power of PNC's Common Stock and Series B Preferred Stock, totaling 472,214,964 shares and 84,920 shares respectively, with a combined aggregate voting power of approximately $1.80.
  • 7All matters were voted on by common stock and voting preferred stock holders voting together as a single class.

Frequently Asked Questions

Jane G. Pepper, Lorene K. Steffes, and Dennis F. Strigl did not stand for re-election because they had reached the mandatory retirement age as stipulated by PNC's corporate governance guidelines.

All 12 director nominees presented at the annual meeting were elected to the Board of Directors. The voting results show significant shareholder support for each nominee, with the lowest 'For' vote at 90.70% for Charles E. Bunch and the highest at 99.64% for Linda R. Medler.

Yes, the Audit Committee's selection of PricewaterhouseCoopers LLP as PNC's independent registered public accounting firm for 2018 was ratified by shareholders with a substantial majority of 98.76% of the votes cast.

Shareholders approved the compensation of PNC's named executive officers on an advisory basis, with 97.36% of the votes cast in favor of the proposal.