Form 8-K

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 23, 2013

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

Pennsylvania

25-1435979

(State or other jurisdiction of

incorporation or organization)

(I.R.S. Employer

Identification No.)

One PNC Plaza

249 Fifth Avenue

Pittsburgh, Pennsylvania 15222-2707

(Address of principal executive offices, including zip code)

(412) 762-2000

(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))

Item 1.01 Entry into a Material Definitive Agreement.

Director Compensation Review

On April 23, 2013, the Nominating and Governance Committee (the “Committee”) of the Board of Directors of The PNC Financial Services Group, Inc. (“PNC” or the “Corporation”) met and conducted its annual review of compensation for the Board’s non-employee directors. The Committee reviewed a report on director compensation prepared by Towers Watson, a compensation consulting firm, and the recommendations contained in that report.

In undertaking this annual review, the Committee’s primary objectives were to confirm that the director compensation program continued to align business and shareholder interests, to evaluate the competitiveness of the program relative to PNC’s peer group, and to identify and respond to changes in director compensation in light of the competitive environment.

Following deliberation and discussion, and consistent with Towers Watson’s recommendations, the Committee approved:

•

An increase in the annual retainer to $60,000 from $55,000.

•

An increase in the Presiding Director’s retainer to $25,000 from $20,000.

•

An increase in the retainer for the Nominating and Governance Committee Chair to $15,000 from $10,000.

•

A grant of 1,934 deferred stock units to each non-employee director on April 23, 2013. This grant reflected the Committee’s desire to provide both cash and equity-based compensation to non-employee directors. The stock unit grants were made under the PNC Outside Directors Deferred Stock Unit Plan. Each deferred stock unit tracks the price of a share of PNC common stock, which helps to align the interests of our directors and long-term shareholders. The directors will receive the cash value of the units, calculated using the PNC stock price, at the time of payout.

The Committee made no other changes to the compensation program for non-employee directors.

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

(b) and (c) As previously announced, effective on April 23, 2013, William S. Demchak became president and chief executive officer of The PNC Financial Services Group, Inc. (“PNC”), and James E. Rohr, formerly chief executive officer of PNC, became executive chairman of PNC.

Mr. Demchak, who is 50 years old, joined PNC in 2002 as chief financial officer. In 2005, he became head of Corporate & Institutional Banking. He was promoted to senior vice chairman in 2009 and named head of all PNC businesses in 2010. He was elected PNC president in April 2012. Prior to joining PNC, Mr. Demchak served as head of Structured Finance and Credit Portfolio for JPMorgan Chase & Co. Mr. Demchak is a director of BlackRock, Inc. Mr. Rohr, who is 64 years old, has been employed by PNC since 1972 and was chief executive officer since May 2000 and has been chairman since May 2001.

In connection with Mr. Demchak assuming his new position, on April 23, 2013, the Personnel and Compensation Committee of PNC’s Board of Directors approved the following compensation arrangements for him. Mr. Demchak’s new annual salary is $1,000,000 and his target incentive compensation is $7,200,000. For 2013, the target incentive compensation will be prorated, so that his incentive compensation for the period January 1, 2013 through April 30, 2013 will be based on his target then in effect and for the period May 1, 2013 through December 31, 2013 will be based on his new target.

The information required by Items 401(b), (d) and (e) and 404(a) of Regulation S-K is incorporated by reference to PNC’s proxy statement for its 2013 annual meeting of shareholders.

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

An annual meeting of shareholders of PNC was held on April 23, 2013 for the purpose of considering and acting upon the following matters:

(1)

The election of 16 directors 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 2013;

(3)

An advisory vote to approve named executive officer compensation; and

(4)

A shareholder proposal regarding a report on greenhouse gas emissions of borrowers and exposure to climate change risk.

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 up to the nearest whole number. 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 otherwise restricted under NYSE regulations from voting on the owner’s behalf.

(1)	Sixteen directors were elected and the aggregate votes cast for or against, as well as the abstentions and broker non-votes, were as follows:


Nominee	For		%			Against		%			Abstain		Broker Non Votes
Richard O. Berndt		406,502,726		99.1	%		3,897,227		0.9	%		1,085,173		42,921,517
Charles E. Bunch		398,178,406		97.0	%		12,235,525		3.0	%		1,071,195		42,921,517
Paul W. Chellgren		398,612,140		97.1	%		11,801,619		2.9	%		1,071,367		42,921,517
William S. Demchak		405,262,131		98.7	%		5,209,860		1.3	%		1,013,135		42,921,517
Kay Coles James		407,947,595		99.4	%		2,508,149		0.6	%		1,029,382		42,921,517
Richard B. Kelson		398,934,472		97.3	%		11,091,682		2.7	%		1,458,972		42,921,517
Bruce C. Lindsay		404,252,465		98.5	%		6,145,404		1.5	%		1,087,257		42,921,517
Anthony A. Massaro		404,547,147		98.6	%		5,841,160		1.4	%		1,096,819		42,921,517
Jane G. Pepper		404,517,576		98.6	%		5,908,199		1.4	%		1,059,351		42,921,517
James E. Rohr		389,339,063		94.9	%		21,128,480		5.1	%		1,017,583		42,921,517
Donald J. Shepard		406,649,759		99.1	%		3,781,386		0.9	%		1,053,981		42,921,517
Lorene K. Steffes		403,043,078		98.2	%		7,410,867		1.8	%		1,031,181		42,921,517
Dennis F. Strigl		399,353,459		97.3	%		11,015,525		2.7	%		1,116,142		42,921,517
Thomas J. Usher		399,065,636		97.2	%		11,325,268		2.8	%		1,094,222		42,921,517
George H. Walls, Jr.		406,324,657		99.0	%		4,050,334		1.0	%		1,110,135		42,921,517
Helge H. Wehmeier		402,376,550		98.1	%		7,951,373		1.9	%		1,157,203		42,921,517

(2)	The Audit Committee’s selection of PricewaterhouseCoopers LLP as PNC’s independent registered public accounting firm for 2013 was ratified and the aggregate votes cast for or against and the abstentions were as follows:


For	%			Against		%			Abstain
451,813,348		99.7	%		1,481,827		0.3	%		1,111,468

(3)	The advisory resolution on executive compensation was approved and the aggregate votes cast for and against, as well as the abstentions and broker non-votes, were as follows:


For	%			Against		%			Abstain		Broker Non-Votes
342,218,697		84.0	%		65,111,991		16.0	%		4,154,438		42,921,517

(4)	The shareholder proposal regarding a report on greenhouse gas emissions of borrowers and exposure to climate change was rejected and the aggregate votes cast for and against, as well as the abstentions and broker non-votes, were as follows:


For	%			Against		%			Abstain		Broker Non-Votes
80,616,667		22.8	%		273,218,966		77.2	%		57,649,493		42,921,517

With respect to all of the preceding matters, holders of our common and voting preferred stock voted together as a single class. The following table sets forth, as of the January 31, 2013 record date, the number of shares of each class or series of stock that were issued and outstanding and entitled to vote, the voting power per share, and the aggregate voting power of each class or series:


Title of Class or Series	Voting Rights Per Share		Number of Shares Entitled to Vote		Aggregate Voting Power
Common Stock		1		527,971,924		527,971,924
$1.80 Cumulative Convertible Preferred Stock - Series B		8		867		6,936

Total possible votes						527,978,860

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, 2013	By:	/s/ Gregory H. Kozich
		Name:	Gregory H. Kozich
		Title:	Senior Vice President and Controller