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 28, 2015
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) |
(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.
On April 28, 2015, the Nominating and Governance Committee (the “Committee”) of the Board of Directors of The PNC Financial Services Group, Inc. (“PNC”) 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 $67,500 from $60,000. |
| • | An increase in the Presiding Director’s retainer to $30,000 from $25,000. |
| • | An increase in the quarterly telephonic meeting fee to $1,000 from $750. |
| • | A grant of 1,504 deferred stock units to each non-employee director elected on April 28, 2015. 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) Richard O. Berndt, George H. Walls, Jr. and Helge H. Wehmeier did not stand for re-election to the Board of Directors of PNC at the annual shareholders meeting on April 28, 2015 as each had reached the mandatory retirement age set 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 28, 2015 for the purpose of considering and acting upon the following matters:
| (1) | The election of 13 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 2015; and |
| (3) | An advisory vote to approve named executive officer compensation. |
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) | Thirteen 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 | ||||||||||||||||||
| Charles E. Bunch |
364,623,531 | 90.00 | % | 40,500,571 | 10.00 | % | 1,488,920 | 39,339,030 | ||||||||||||||||
| Paul W. Chellgren |
397,354,269 | 98.10 | % | 7,711,819 | 1.90 | % | 1,546,332 | 39,339,030 | ||||||||||||||||
| Marjorie Rodgers Cheshire |
402,694,116 | 99.38 | % | 2,519,796 | 0.62 | % | 1,399,452 | 39,339,030 | ||||||||||||||||
| William S. Demchak |
388,294,183 | 96.12 | % | 15,658,989 | 3.88 | % | 2,659,244 | 39,339,030 | ||||||||||||||||
| Andrew T. Feldstein |
403,951,133 | 99.71 | % | 1,174,163 | 0.29 | % | 1,487,725 | 39,339,030 | ||||||||||||||||
| Kay Coles James |
400,446,701 | 98.84 | % | 4,708,517 | 1.16 | % | 1,458,744 | 39,339,030 | ||||||||||||||||
| Richard B. Kelson |
394,682,699 | 97.43 | % | 10,422,942 | 2.57 | % | 1,507,381 | 39,339,030 | ||||||||||||||||
| Anthony A. Massaro |
397,726,027 | 98.18 | % | 7,389,910 | 1.82 | % | 1,497,081 | 39,339,030 | ||||||||||||||||
| Jane G. Pepper |
399,110,338 | 98.50 | % | 6,085,124 | 1.50 | % | 1,418,498 | 39,339,030 | ||||||||||||||||
| Donald J. Shepard |
400,687,164 | 98.91 | % | 4,419,514 | 1.09 | % | 1,506,344 | 39,339,030 | ||||||||||||||||
| Lorene K. Steffes |
399,358,671 | 98.56 | % | 5,841,881 | 1.44 | % | 1,412,467 | 39,339,030 | ||||||||||||||||
| Dennis F. Strigl |
398,756,922 | 98.46 | % | 6,254,315 | 1.54 | % | 1,602,725 | 39,339,030 | ||||||||||||||||
| Thomas J. Usher |
391,260,705 | 96.74 | % | 13,197,877 | 3.26 | % | 2,155,377 | 39,339,030 | ||||||||||||||||
| (2) | The Audit Committee’s selection of PricewaterhouseCoopers LLP as PNC’s independent registered public accounting firm for 2015 was ratified and the aggregate votes cast for or against and the abstentions were as follows: |
| For | % | Against | % | Abstain | ||||
| 442,216,835 | 99.49% | 2,251,849 | 0.51% | 1,484,308 |
| (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 | |||||
| 390,757,003 | 96.82% | 12,822,779 | 3.18% | 3,029,871 | 39,339,030 |
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 30, 2015 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 | 521,512,951 | 521,512,951 | |||||||||
| $1.80 Cumulative Convertible Preferred Stock - Series B |
8 | 663 | 5,304 | |||||||||
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| Total possible votes |
|
521,518,255 | ||||||||||
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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: May 1, 2015 | By: | /s/ Gregory H. Kozich | ||||||
| Name: | Gregory H. Kozich | |||||||
| Title: | Senior Vice President and Controller | |||||||