Annual Meeting of Shareholders
April 27, 2022
TThheePPNNCCFFininaanncciaiallSerrviices Group
Agenda
Call Meeting to Order; William S. Demchak, Chairman, President and Chief Executive Officer
Welcome and Introductions; William S. Demchak
Corporate Secretary's Report; Alicia G. Powell, Corporate Secretary
Matters to be Acted Upon
1. Election of 13 Nominated Directors
2. Ratification of the Audit Committee's selection of PricewaterhouseCoopers LLP as PNC's independent registered public accounting firm for 2022
3. Advisory vote to approve PNC's named executive officer compensation
4. Shareholder proposal regarding a report on risk management and the nuclear weapons industry
Questions and Answers Related to the Proposals
Closing of the Polls
Preliminary Report of Judge of Election; Alicia G. Powell
Vote Declaration and Adjournment; William S. Demchak
Remarks of the Chairman, President and Chief Executive Officer; William S. Demchak
General Question and Answer Session
Qualified and Engaged Board of Director Nominees
Joseph Alvarado
Andrew T. Feldstein
Martin Pfinsgraff
Debra A. Cafaro
Richard J. Harshman
Bryan S. Salesky
Marjorie Rodgers Cheshire
Daniel R. Hesse
Linda R. Medler
Toni Townes-
William S. Demchak
Robert A. Niblock
Michael J.
Nominee Demographics
33%
of independent director nominees are women
25%
of independent director nominees are racially diverse
92%
of director nominees are independent
5 Years
average tenure of director nominees
< 1 1 1
1-5 6-10
1 1
1 1
1 1
1 1
Whitley
Ward
PNC's Executive Leadership Team
William S. Demchak Chairman, President and Chief
Executive OfficerCarole L. Brown Head of Asset ManagementRichard K. Bynum Chief Corporate Responsibility
Officer
Kieran Fallon Chief Risk Officer
Deborah Guild Chief Security Officer
Vicki Henn
Chief Human Resources
OfficerGregory B. Jordan General Counsel and Chief
Administrative Officer
Stacy M. Juchno General Auditor
Ganesh Krishnan Enterprise Chief Information
Officer
Karen L. Larrimer | Michael P. Lyons | E William Parsley | Robert Q. Reilly |
Head of Retail Banking and | Head of Corporate and | Chief Operating Officer | Chief Financial Officer |
Chief Customer Officer | Institutional Banking |
PNC Panel Participants
William S. Demchak | Gregory Jordan | Alicia Powell | Bryan Gill |
Chairman, President and | General Counsel and | Corporate Secretary and | Director of |
Chief Executive Officer | Chief Administrative Officer | Deputy General Counsel of | Investor Relations |
Corporate Governance |
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The PNC Financial Services Group Inc. published this content on 27 April 2022 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 27 April 2022 12:54:05 UTC.