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, 2010
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 27, 2010, the Nominating and Governance Committee of the Board of Directors of The PNC Financial Services Group, Inc. 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 from $45,000 to $55,000, effective in the third quarter of 2010. The annual retainer had not been previously increased since 2006. |
| • | An increase in the supplemental retainer for the Chairman of the Personnel and Compensation Committee from $10,000 to $20,000, effective in the third quarter of 2010, reflecting the additional responsibilities and duties of that position and peer group compensation practices. This change will also align the compensation for all committee chairs at PNC. (The Chairman of the Personnel and Compensation Committee abstained from voting on this recommendation.) |
| • | A grant of 1,815 deferred stock units to each non-employee director on April 27, 2010. This grant reflected the Committee’s desire to provide both cash and equity-based compensation to 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. This payout date will not occur before the director retires or reaches age 70. |
In approving this grant, the Committee noted that the Board had previously approved, upon the Committee’s recommendation, the termination of the director compensation plan providing for an automatic annual common stock grant to directors. This grant was eliminated beginning in 2010.
The committee made no other changes to the compensation program for non-employee directors.
Item 5.07 Submission of Matters to a Vote of Security Holders.
An annual meeting of shareholders of The PNC Financial Services Group, Inc. (“PNC”) was held on April 27, 2010 for the purpose of considering and acting upon the following matters:
| (1) | The election of 17 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 2010; |
| (3) | The approval of an advisory vote on executive compensation; |
| (4) | A shareholder proposal seeking future shareholder approval of certain severance agreements; and |
| (5) | A shareholder proposal seeking additional disclosure on the tax deductibility of certain compensation. |
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As of February 12, 2010, the record date for the annual meeting, there were 517,771,886 eligible votes and approximately 449,977,426 votes counted toward a quorum at the meeting.
The final voting results for each proposal, including the votes for and against, and any abstentions or broker non-votes, are described below. 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.
Item 1—Election of Directors
The PNC shareholders elected all 17 nominees for director. For each nominee, the votes cast for and against, as well as the abstentions and broker non-votes, were as follows:
| Director Nominee |
Aggregate Votes | |||||||
| For | Against | Abstentions | Broker Non-Votes | |||||
| Richard O. Berndt |
400,087,338.252288 | 4,126,360.813165 | 972,408.597308 | 44,791,318.358465 | ||||
| Charles E. Bunch |
375,362,033.770715 | 28,767,783.641237 | 1,056,290.250809 | 44,791,318.358465 | ||||
| Paul W. Chellgren |
378,329,291.643121 | 25,871,010.430101 | 985,805.589539 | 44,791,318.358465 | ||||
| Robert N. Clay |
399,013,520.191868 | 5,185,497.724743 | 987,089.746150 | 44,791,318.358465 | ||||
| Kay Coles James |
380,179,690.488819 | 23,951,717.171104 | 1,054,700.002838 | 44,791,318.358465 | ||||
| Richard B. Kelson |
377,336,487.180296 | 26,862,124.728397 | 987,495.754068 | 44,791,318.358465 | ||||
| Bruce C. Lindsay |
398,948,769.487642 | 5,257,077.946415 | 980,260.228704 | 44,791,318.358465 | ||||
| Anthony A. Massaro |
401,710,090.154271 | 2,485,280.604050 | 990,736.904440 | 44,791,318.358465 | ||||
| Jane G. Pepper |
399,193,632.261805 | 5,051,949.828649 | 940,525.572307 | 44,791,318.358465 | ||||
| James E. Rohr |
367,164,254.012704 | 37,049,655.539961 | 972,198.110096 | 44,791,318.358465 | ||||
| Donald J. Shepard |
401,676,438.585612 | 2,510,242.777399 | 999,426.299750 | 44,791,318.358465 | ||||
| Lorene K. Steffes |
401,560,143.158849 | 2,643,684.714260 | 982,279.789652 | 44,791,318.358465 | ||||
| Dennis F. Strigl |
368,425,782.279813 | 35,781,049.072553 | 979,276.310395 | 44,791,318.358465 | ||||
| Stephen G. Thieke |
401,927,612.958328 | 2,282,825.968529 | 975,668.735904 | 44,791,318.358465 | ||||
| Thomas J. Usher |
378,281,203.184738 | 25,948,972.662014 | 955,931.816009 | 44,791,318.358465 | ||||
| George H. Walls, Jr. |
400,873,007.079579 | 3,269,038.340817 | 1,044,062.242365 | 44,791,318.358465 | ||||
| Helge H. Wehmeier |
398,906,566.573511 | 5,273,608.937740 | 1,005,932.151510 | 44,791,318.358465 | ||||
Item 2—Ratification of Auditors
The PNC shareholders approved the ratification of the Audit Committee’s selection of PricewaterhouseCoopers LLP as PNC’s independent registered public accounting firm for 2010. The votes cast for and against this proposal, as well as the abstentions, were as follows:
| Aggregate Votes | ||||||
| For | Against | Abstentions | Broker Non-Votes | |||
| 445,445,222.353407 | 3,285,383.359559 | 1,246,820.308260 | — | |||
Item 3—Advisory Vote on Executive Compensation (“Say on Pay”)
The PNC shareholders approved the advisory vote on the compensation of the PNC executive officers named in the proxy statement for the 2010 annual meeting of shareholders. The advisory resolution approved by the shareholders is also referred to as “say on pay”. The votes cast for and against this proposal, as well as the abstentions, were as follows:
| Aggregate Votes | ||||||
| For | Against | Abstentions | Broker Non-Votes | |||
| 428,407,202.790916 | 14,355,357.750754 | 7,214,865.479556 | — | |||
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Item 4—Shareholder Proposal on Severance Agreements
The PNC shareholders approved the shareholder proposal seeking future shareholder approval of certain severance agreements. The votes cast for and against this proposal, as well as the abstentions and broker non-votes, were as follows:
| Aggregate Votes | ||||||
| For | Against | Abstentions | Broker Non-Votes | |||
| 284,494,607.222735 | 118,289,521.797762 | 2,400,377.642264 | 44,792,919.358465 | |||
Item 5—Shareholder Proposal on Tax Deductibility Disclosure
The PNC shareholders did not approve the shareholder proposal seeking additional disclosure on the tax deductibility of certain compensation. The votes cast for and against this proposal, as well as the abstentions and broker non-votes, were as follows:
| Aggregate Votes | ||||||
| For | Against | Abstentions | Broker Non-Votes | |||
| 140,656,913.486560 | 259,847,306.296293 | 4,680,286.879908 | 44,792,919.358465 | |||
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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 3, 2010 | By: | /S/ SAMUEL R. PATTERSON | ||
| Samuel R. Patterson | ||||
| Controller | ||||
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