Washington, D.C. 20549







Pursuant to Section 13 OR 15(d) of

The Securities Exchange Act of 1934

April 24, 2012

Date of Report (Date of earliest event reported)




(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 24, 2012, 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.

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, the Committee approved:



A grant of 1,830 deferred stock units to each non-employee director on April 24, 2012. 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(c) Departure of Directors or Certain Executive Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

On April 24, 2012, the Board elected William S. Demchak president of PNC and of its principal banking subsidiary, PNC Bank, National Association. Mr. Demchak had been senior vice chairman of PNC since 2009 and since 2010 has held supervisory responsibility for all PNC businesses.

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 2012 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 24, 2012 for the purpose of considering and acting upon the following matters:


  (1) The election of 15 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 2012; 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) Fifteen directors were elected and the aggregate votes cast for or against, as well as the abstentions and broker non-votes, were as follows:


Aggregate Votes





   For      Percentage     Against      Percentage     Abstain      Broker Non-Votes  

Richard O. Berndt

     407,689,084         98.86     4,697,576         1.14     698,655         42,261,115   

Charles E. Bunch

     395,305,817         95.85     17,098,238         4.15     681,260         42,261,115   

Paul W. Chellgren

     395,568,781         96.04     16,316,851         3.96     1,199,683         42,261,115   

Kay Coles James

     403,788,848         97.90     8,658,336         2.10     638,131         42,261,115   

Richard B. Kelson

     397,378,325         96.47     14,545,032         3.53     1,161,958         42,261,115   

Bruce C. Lindsay

     401,999,459         97.59     9,911,853         2.41     1,174,003         42,261,115   

Anthony A. Massaro

     407,154,826         98.84     4,777,581         1.16     1,152,908         42,261,115   

Jane G. Pepper

     404,082,251         98.08     7,914,405         1.92     1,088,659         42,261,115   

James E. Rohr

     359,273,282         87.11     53,169,867         12.89     642,166         42,261,115   

Donald J. Shepard

     407,707,887         98.87     4,674,890         1.13     702,538         42,261,115   

Lorene K. Steffes

     402,672,208         97.75     9,286,751         2.25     1,126,356         42,261,115   

Dennis F. Strigl

     396,927,299         96.36     14,996,143         3.64     1,161,873         42,261,115   

Thomas J. Usher

     394,465,827         95.76     17,476,491         4.24     1,142,997         42,261,115   

George H. Walls, Jr.

     407,932,818         98.92     4,467,211         1.08     685,286         42,261,115   

Helge H. Wehmeier

     402,306,191         97.66     9,649,183         2.34     1,129,941         42,261,115   


(2) The Audit Committee’s selection of PricewaterhouseCoopers LLP as PNC’s independent registered public accounting firm for 2012 was approved and the aggregate votes cast for or against and the abstentions were as follows:


Aggregate Votes
For   Percentage    Against    Percentage   Abstain
453,209,411   99.69%    1,428,135    0.31%   708,884


(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:


Aggregate Votes   


For    Percentage   Against    Percentage   Abstain    Broker Non-Votes
396,349,713    96.60%   13,939,970    3.40%   2,795,632    42,261,115

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, 2012 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

Per Share

Number of


to Vote



Common Stock

       1       527,416,569      527,416,569   

$1.80 Cumulative Convertible Preferred Stock - Series B

       8       1,031      8,248   




Total possible votes






* Represents greatest number of votes possible. Actual aggregate voting power was less since each holder of voting preferred stock was entitled to a number of votes equal to the number of full shares of common stock into which such holder’s preferred stock was convertible.


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.


Date: April 27, 2012     By:  

/s/ Gregory H. Kozich

      Name:   Gregory H. Kozich
      Title:   Senior Vice President and Controller