The PNC Financial Services Group Inc.

03/12/2025 | Press release | Distributed by Public on 03/12/2025 14:19

Additional Proxy Soliciting Materials (Form DEFA14A)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the Securities

Exchange Act of 1934 (Amendment No.  )

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Check the appropriate box:

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Preliminary Proxy Statement

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Definitive Proxy Statement

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Definitive Additional Materials

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Soliciting Material under §240.14a-12

THE PNC FINANCIAL SERVICES GROUP, INC.

(Name of Registrant as Specified in Its Charter)

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Fee paid previously with preliminary materials

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Your Vote Counts!

        THE PNC FINANCIAL SERVICES GROUP, INC.

        THE TOWER AT PNC PLAZA

        300 FIFTH AVENUE

        PITTSBURGH, PA 15222

THE PNC FINANCIAL SERVICES GROUP, INC.

2025 Annual Meeting

Annual Meeting Date: April 23, 2025

Time: 11:00 a.m. Eastern Time

Location: www.virtualshareholdermeeting.com/PNC2025

Vote by 11:59 p.m. Eastern Time on April 22, 2025

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You invested in THE PNC FINANCIAL SERVICES GROUP, INC. and it's time to vote!

You have the right to vote on proposals being presented at the Annual Meeting. This is an important notice regarding the availability of proxy materials for the Annual Meeting to be held on April 23, 2025.

Get informed before you vote

View the Notice of Annual Meeting and Proxy Statement and the 2024 Annual Report online OR you can receive a free paper or email copy of the materials by requesting them prior to April 9, 2025. If you would like to request a copy of the materials for this and/or future shareholder meetings, you may (1) visit www.ProxyVote.com, (2) call 1-800-579-1639 or (3) send an email to [email protected]. If sending an email, please include your control number (indicated below) in the subject line. Unless requested, you will not otherwise receive a paper or email copy.

Smartphone users

Vote Electronically During the Meeting*

April 23, 2025

11:00 a.m. Eastern Time

Point your camera here and

vote without entering a

control number

Virtually at:

www.virtualshareholdermeeting.com/PNC2025

 *Please check the meeting materials for any special requirements for meeting attendance.

Vote at www.ProxyVote.com

THIS IS NOT A VOTABLE BALLOT

This is an overview of the proposals being presented at the upcoming Annual Meeting. Please follow the instructions on the reverse side to vote on these important matters.

 Voting Items

Board
Recommends

1.

Election of directors

Nominees:

Joseph Alvarado

1a.

For

1b.

Debra A. Cafaro

For

1c.

Marjorie Rodgers Cheshire

For

1d.

Douglas A. Dachille

For

1e.

William S. Demchak

For

1f.

Andrew T. Feldstein

For

1g.

Richard J. Harshman

For

1h.

Daniel R. Hesse

For

1i.

Renu Khator

For

1j.

Linda R. Medler

For

1k.

Robert A. Niblock

For

1l.

Martin Pfinsgraff

For

1m.

Bryan S. Salesky

For

2.

Ratification of the Audit Committee's selection of PricewaterhouseCoopers LLP as PNC's independent registered public accounting firm for 2025.

For

3.

Advisory vote to approve named executive officer compensation.

For

NOTE: Authority also is given to vote on such other business as may properly come before the meeting or any adjournment or postponement thereof.

Prefer to receive an email instead? While voting on www.ProxyVote.com, be sure to click "Delivery Settings".

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