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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
February 16, 2024
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
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| Pennsylvania | 25-1435979 |
| (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:
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☐ | 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:
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| Title of Each Class | Trading Symbol(s) | Name of Each Exchange on Which Registered |
| Common Stock, par value $5.00 | PNC | New 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
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On February 20, 2024, The PNC Financial Services Group, Inc. (the “Corporation”) announced that on February 16, 2024 the Corporation’s Board of Directors unanimously appointed Michael P. Lyons to serve as President of the Corporation, effective immediately. Mr. Lyons will also serve as President of the Corporation’s wholly owned subsidiary, PNC Bank, National Association. William S. Demchak will continue as Chairman and Chief Executive Officer.
Mr. Lyons, 53, has been an Executive Vice President and the Head of Corporate & Institutional Banking since joining PNC in October 2011. Prior to joining PNC, from May 2010 until October 2011, Mr. Lyons was head of corporate development and strategic planning for Bank of America.
A copy of the Corporation’s press release dated February 20, 2024 announcing Mr. Lyons’ appointment as described above is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
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| Number | Description | Method of Filing |
| | |
| 99.1 | | Filed herewith |
| 104 | The cover page of this Current Report on Form 8-K, formatted as an inline XBRL. | |
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.
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| | THE PNC FINANCIAL SERVICES GROUP, INC. (Registrant) |
| Date: | February 20, 2024 | By: | /s/ Gregory H. Kozich |
| | | Gregory H. Kozich |
| | | Senior Vice President and Controller |
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