PNC FINANCIAL SERVICES GROUP INC
For the period ended Apr 23, 2025. Filed Mar 12, 2025.
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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.
Apr 23, 2025 · Filed Mar 12, 2025
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )
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| ☐ | Preliminary Proxy Statement |
| ☐ | CONFIDENTIAL, FOR USE OF THE COMMISSION ONLY (AS PERMITTED BY RULE 14a-6(e)(2)) |
| ☑ | Definitive Proxy Statement |
| ☐ | Definitive Additional Materials |
| ☐ | Soliciting Material under §240.14a-12 |
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2025 Notice of Annual Meeting and Orixy Statement Annual Meeting of Shareholders Wednesday, April 23, 2025 11:00 a.m. Eastern Time THE PNC FINANCIAL SERVICES GROUP
Letter from the Chairman and Chief Executive Officer to Our Shareholders
Dear Shareholders,
It is my pleasure to invite you to attend the 2025 Annual Meeting of Shareholders of The PNC Financial Services Group, Inc. The annual meeting will be held on Wednesday, April 23, 2025, at 11:00 a.m. Eastern Time in a virtual-only format via webcast.
We will consider the matters described in the proxy statement and also review business developments since last year’s annual meeting of shareholders.
We are again making our proxy materials available to you electronically. We hope this continues to offer you convenience while allowing us to reduce the number of copies we print.
The proxy statement contains important information, and you should read it carefully. Your vote is important, and we strongly encourage you to vote your shares using one of the voting methods described in the proxy statement. Please see the notice that follows for more information.
We look forward to your participation and thank you for your support of PNC.
| March 12, 2025 | Sincerely, |
|---|
William S. Demchak
Chairman and Chief Executive Officer
Letter from thePresiding Director toOur Shareholders
Fellow Shareholders,
On behalf of the independent directors, thank you for your support of PNC.
2024 was a very strong year for the company—generating record revenue, strengthening capital levels and delivering positive operating leverage.
The board would like to acknowledge and thank PNC’s employees for all their contributions to this strong performance.
As we progressed through this notable year, the board remained closely connected to company management. Through our regular engagement and established board committees, we continued to provide oversight into the development and execution of company strategy and helped ensure management decisions aligned to that strategy.
We recently welcomed Douglas Dachille to the board. With experience spanning three decades, Douglas brings a unique perspective of the financial services sector. As you will read within this proxy statement, all of the independent directors nominated for election this year come from widely varied backgrounds. Each of us brings a unique set of perspectives and expertise to our conversations with management, which we believe makes us more effective in providing strategic counsel and recommendations.
I, along with my fellow independent directors, share PNC Chairman and CEO Bill Demchak’s excitement about the growth opportunities ahead. The company is favorably positioned to capitalize on its strategic priorities, and to continue delivering for all of its stakeholders.
Thank you once again for your support.
| March 12, 2025 | Sincerely, |
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Andrew Feldstein
Presiding Director
Notice of Annual Meeting of Shareholders
Wednesday, April 23, 2025
11:00 a.m. Eastern Time
Virtual-only Annual Meeting
Our 2025 Annual Meeting of Shareholders will be held in a virtual-only format online via webcast on Wednesday, April 23, 2025, at 11:00 a.m. Eastern Time. The annual meeting will be accessible online, including to vote and/or submit questions, at www.virtualshareholdermeeting.com/PNC2025.
Items of Business
| 1. | Election of the 13 director nominees named in the proxy statement to serve until the next annual meeting and until their successors are elected and qualified |
| 2. | Ratification of the Audit Committee’s selection of PricewaterhouseCoopers LLP as our independent registered public accounting firm for 2025 |
| 3. | Advisory vote to approve named executive officer compensation |
We will also consider such other business as may properly come before the meeting.
Record Date
The close of business on January 31, 2025 is the record date for determining the shareholders entitled to receive notice of and to vote at the annual meeting and any adjournment or postponement thereof.
Materials to Review
Our proxy materials became accessible to shareholders starting on March 12, 2025. Shareholders will receive either a Notice of Internet Availability of Proxy Materials explaining how to access our proxy materials and vote electronically, or a printed copy of our proxy materials and proxy card. Even if you plan to attend the virtual annual meeting, we encourage you to vote in advance by proxy to ensure your vote is received.
| March 12, 2025 | By Order of the Board of Directors, |
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| IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS: | Laura Gleason Corporate Secretary |
THE PNC FINANCIAL SERVICES GROUP, INC. - 2025 Proxy Statement
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.