Submission of Matters to a Vote of Security Holders
An annual meeting of shareholders of The PNC Financial Services Group, Inc. ('PNC') was held on April 27, 2021 for the purpose of considering and acting upon the following matters:
(1) The election of the 13 director nominees named in PNC's proxy statement to serve until the next annual meeting and until their successors are elected and qualified;
(2) The ratification of the Audit Committee's selection of PricewaterhouseCoopers LLP as PNC's independent registered public accounting firm for 2021;
(3) An advisory vote to approve the compensation of PNC's named executive officers; and
(4) A shareholder proposal regarding a report on risk management and the nuclear weapons industry.
The final voting results for each proposal, as certified by the judge of election for the annual meeting, are described below. Fractional shares have been rounded as appropriate. For beneficial owners holding PNC shares at a bank or brokerage institution, a 'broker non- vote' occurred if the owner failed to give voting instructions and the bank or broker was restricted from voting on the owner's behalf under New York Stock Exchange rules.
(1) The 13 director nominees named in PNC's proxy statement were elected.
|
Nominee
|
For
|
%
|
Against
|
%
|
Abstain
|
Broker Non-Votes
|
Joseph Alvarado
|
335,072,311
|
99.20%
|
2,686,004
|
0.80%
|
2,172,684
|
34,770,252
|
Charles E. Bunch
|
309,065,295
|
91.52%
|
28,634,996
|
8.48%
|
2,230,708
|
34,770,252
|
Debra A. Cafaro
|
334,664,013
|
99.08%
|
3,114,859
|
0.92%
|
2,152,127
|
34,770,252
|
Marjorie Rodgers Cheshire
|
335,348,275
|
99.28%
|
2,427,650
|
0.72%
|
2,155,074
|
34,770,252
|
David L. Cohen
|
335,555,306
|
99.39%
|
2,067,394
|
0.61%
|
2,308,299
|
34,770,252
|
William S. Demchak
|
325,768,900
|
96.55%
|
11,637,249
|
3.45%
|
2,524,850
|
34,770,252
|
Andrew T. Feldstein
|
328,365,275
|
98.57%
|
4,749,599
|
1.43%
|
6,816,125
|
34,770,252
|
Richard J. Harshman
|
334,732,546
|
99.13%
|
2,933,069
|
0.87%
|
2,265,384
|
34,770,252
|
Daniel R. Hesse
|
336,769,510
|
99.73%
|
918,708
|
0.27%
|
2,242,781
|
34,770,252
|
Linda R. Medler
|
336,715,630
|
99.67%
|
1,098,995
|
0.33%
|
2,116,374
|
34,770,252
|
Martin Pfinsgraff
|
336,736,622
|
99.73%
|
926,789
|
0.27%
|
2,267,588
|
34,770,252
|
Toni Townes-Whitley
|
334,834,830
|
99.14%
|
2,908,814
|
0.86%
|
2,187,355
|
34,770,252
|
Michael J. Ward
|
334,303,059
|
99.00%
|
3,383,602
|
1.00%
|
2,244,338
|
34,770,252
|
(2) The Audit Committee's selection of PricewaterhouseCoopers LLP as PNC's independent registered public accounting firm for 2021 was ratified.
|
For
|
%
|
Against
|
%
|
Abstain
|
Broker Non-Votes
|
369,176,842
|
99.06%
|
3,494,388
|
0.94%
|
2,030,021
|
0
|
(3) The compensation of PNC's named executive officers was approved on an advisory basis.
|
For
|
%
|
Against
|
%
|
Abstain
|
Broker Non-Votes
|
320,830,158
|
95.25%
|
16,000,092
|
4.75%
|
3,100,749
|
34,770,252
|
(4) The shareholder proposal regarding a report on risk management and the nuclear weapons industry was not approved.
|
For
|
%
|
Against
|
%
|
Abstain
|
Broker Non-Votes
|
26,540,293
|
7.95%
|
307,230,915
|
92.05%
|
6,159,791
|
34,770,252
|
- 2 -
With respect to all of the preceding matters, holders of PNC common stock and voting preferred stock voted together as a single class. As of January 29, 2021, the record date for the annual meeting, there were 423,964,701 possible votes. The table below sets forth, as of January 29, 2021, the number of shares of each class or series of stock that were issued and outstanding and entitled to vote, the number of votes per share, and the aggregate voting power of each class or series. The number of votes per share reflected below for the voting preferred stock is equal to the number of full shares of PNC common stock that can be acquired upon conversion of one share of voting preferred stock.
|
Title of Class or Series
|
Number of Shares Entitled to Vote
|
Votes Per Share
|
Aggregate
Voting Power
|
Common Stock
|
423,960,165
|
1
|
423,960,165
|
$1.80 Cumulative Convertible Preferred Stock - Series B
|
567
|
8
|
4,536
|
- 3 -