Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
(b)Michael J. Ward did not stand for re-election to the Board of Directors (the "Board") ofThe PNC Financial Services Group, Inc. ("PNC") at the annual meeting of shareholders of PNC held onApril 26, 2023 , as he had reached the mandatory retirement age set forth 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
(1) The election of the 13 director nominees named in PNC's proxy statement 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
(3) An advisory vote to approve the compensation of PNC's named executive officers; and
(4) An advisory vote to approve the frequency of future advisory votes on the compensation of PNC's named executive officers.
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 as appropriate. 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 restricted from voting on the owner's behalf underNew York Stock Exchange rules.
(1) The 13 director nominees named in PNC's proxy statement were elected.
Nominee For % Against % Abstain Broker Non-Votes Joseph Alvarado 322,616,732 99.18% 2,654,893 0.82% 2,347,611 33,946,688 Debra A. Cafaro 312,542,023 96.03% 12,917,591 3.97% 2,159,622 33,946,688 Marjorie Rodgers Cheshire 321,182,542 98.72% 4,179,060 1.28% 2,257,634 33,946,688 William S. Demchak 310,647,281 95.57% 14,383,128 4.43% 2,588,827 33,946,688 Andrew T. Feldstein 314,539,857 96.68% 10,805,869 3.32% 2,273,510 33,946,688 Richard J. Harshman 316,046,717 97.14% 9,295,551 2.86% 2,276,968 33,946,688 Daniel R. Hesse 309,343,834 95.10% 15,923,051 4.90% 2,352,351 33,946,688 Renu Khator 323,600,276 99.51% 1,580,753 0.49% 2,438,207 33,946,688 Linda R. Medler 324,059,532 99.60% 1,317,750 0.40% 2,241,954 33,946,688 Robert A. Niblock 321,019,035 98.68% 4,302,271 1.32% 2,297,930 33,946,688 Martin Pfinsgraff 323,995,494 99.60% 1,284,972 0.40% 2,338,770 33,946,688 Bryan S. Salesky 323,763,353 99.56% 1,421,920 0.44% 2,433,963 33,946,688 Toni Townes-Whitley 319,244,240 98.10% 6,173,337 1.90% 2,201,659 33,946,688
(2) The Audit Committee's selection of
For % Against % Abstain Broker Non-Votes 353,569,504 98.34% 5,979,548 1.66% 2,016,872 0
(3) The compensation of PNC's named executive officers was approved on an advisory basis.
For % Against % Abstain Broker Non-Votes 258,675,595 79.80% 65,461,648 20.20% 3,481,993 33,946,688
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(4) A frequency of one year for future advisory votes on the compensation of PNC's named executive officers was approved on an advisory basis.
One Year % Two Years % Three Years % Abstain
Broker Non-Votes
321,016,739 98.83% 641,525 0.20% 3,159,869 0.97% 2,801,103 33,946,688 With respect to all of the preceding matters, holders of PNC common stock and voting preferred stock voted together as a single class. As ofFebruary 3, 2023 , the record date for the annual meeting, there were 399,757,148 possible votes. The table below sets forth, as ofFebruary 3, 2023 , the number of shares of each class or series of stock that were issued and outstanding and entitled to vote, the number of votes per share and the aggregate voting power of each class or series. The number of votes per share reflected below for the voting preferred stock is equal to the number of full shares of PNC common stock that can be acquired upon conversion of one share of voting preferred stock. Title of Class or Series Number of Shares Entitled Votes Per Share Aggregate to Vote Voting Power Common Stock 399,753,124 1 399,753,124
$1.80 Cumulative Convertible 503 8 4,024 Preferred Stock - Series B
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