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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934
April 27, 2022
Date of Report (Date of earliest event reported)
THE PNC FINANCIAL SERVICES GROUP, INC.
(Exact name of registrant as specified in its charter)
Commission File Number 001-09718
Pennsylvania25-1435979
(State or other jurisdiction of(I.R.S. Employer
incorporation)Identification No.)
The Tower at PNC Plaza
300 Fifth Avenue
Pittsburgh, Pennsylvania 15222-2401
(Address of principal executive offices, including zip code)
(888) 762-2265
(Registrant’s telephone number, including area code)
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
 
☐
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to 12(b) of the Act:
Title of Each ClassTrading Symbol(s)
 Name of Each Exchange
    on Which Registered    
Common Stock, par value $5.00PNCNew York Stock Exchange
Depositary Shares Each Representing a 1/4,000 Interest in a Share of Fixed-to-
    Floating Rate Non-Cumulative Perpetual Preferred Stock, Series P		PNC PNew York Stock Exchange
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth company  ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐



Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(b) Charles E. Bunch did not stand for re-election to the Board of Directors (the “Board”) of The PNC Financial Services Group, Inc. (“PNC”) at the annual meeting of shareholders held on April 27, 2022, as he had reached the mandatory retirement age set forth in PNC’s corporate governance guidelines.

Item 5.07. Submission of Matters to a Vote of Security Holders

An annual meeting of shareholders of PNC was held on April 27, 2022 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 2022;

(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
339,835,882
99.26%
2,535,204
0.74%
2,339,865
32,565,973
Debra A. Cafaro
340,734,727
99.48%
1,778,036
0.52%
2,198,188
32,565,973
Marjorie Rodgers Cheshire
338,560,438
98.86%
3,914,451
1.14%
2,236,062
32,565,973
William S. Demchak
329,434,354
96.26%
12,814,160
3.74%
2,462,437
32,565,973
Andrew T. Feldstein
330,755,758
97.92%
7,017,994
2.08%
6,937,199
32,565,973
Richard J. Harshman
340,853,053
99.57%
1,484,971
0.43%
2,372,927
32,565,973
Daniel R. Hesse
316,107,794
92.32%
26,296,722
7.68%
2,306,435
32,565,973
Linda R. Medler
341,368,849
99.67%
1,128,819
0.33%
2,213,283
32,565,973
Robert A. Niblock
341,347,717
99.70%
1,039,908
0.30%
2,323,326
32,565,973
Martin Pfinsgraff
341,198,031
99.66%
1,172,818
0.34%
2,340,102
32,565,973
Bryan S. Salesky
341,229,787
99.66%
1,150,318
0.34%
2,330,846
32,565,973
Toni Townes-Whitley
341,095,668
99.60%
1,353,605
0.40%
2,261,678
32,565,973
Michael J. Ward
338,363,122
98.82%
4,026,121
1.18%
2,321,708
32,565,973

(2) The Audit Committee’s selection of PricewaterhouseCoopers LLP as PNC’s independent registered public accounting firm for 2022 was ratified.

For
%
Against
%
Abstain
Broker Non-Votes
371,493,486
99.03%
3,622,070
0.97%
2,161,368
0

(3) The compensation of PNC's named executive officers was approved on an advisory basis.

For
%
Against
%
Abstain
Broker Non-Votes
327,203,667
95.82%
14,290,544
4.18%
3,216,740
32,565,973
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(4) The shareholder proposal regarding a report on risk management and the nuclear weapons industry was not approved.

For
%
Against
%
Abstain
Broker Non-Votes
26,006,008
7.69%
312,315,694
92.31%
6,389,249
32,565,973

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 February 4, 2022, the record date for the annual meeting, there were 418,564,781 possible votes. The table below sets forth, as of February 4, 2022, 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
418,560,245
1
418,560,245
$1.80 Cumulative Convertible Preferred Stock - Series B
567
8
4,536


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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
THE PNC FINANCIAL SERVICES GROUP, INC.
(Registrant)
Date:April 29, 2022By:/s/ Gregory H. Kozich
Gregory H. Kozich
Senior Vice President and Controller
 
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