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") of The PNC Financial Services Group, Inc. ("PNC") at the annual meeting
of shareholders of PNC held on April 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 April 26, 2023 for the purpose of considering and acting upon the following matters:



(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 PricewaterhouseCoopers LLP as PNC's independent registered public accounting firm for 2023;

(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 under New 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 PricewaterhouseCoopers LLP as PNC's independent registered public accounting firm for 2023 was ratified.



     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 of February 3, 2023,
the record date for the annual meeting, there were 399,757,148 possible votes.
The table below sets forth, as of February 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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