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OFFON

THE PNC FINANCIAL SERVICES GROUP, INC.

(PNC)
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PNC FINANCIAL SERVICES GROUP, INC. : Submission of Matters to a Vote of Security Holders (form 8-K)

04/30/2021 | 08:49am EDT

Item 5.07. Submission of Matters to a Vote of Security Holders An annual meeting of shareholders of The PNC Financial Services Group, Inc. ("PNC") was held on April 27, 2021 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 2021;

(3) An advisory vote to approve the compensation of PNC's named executive officers; and

(4) A shareholder proposal regarding a report on risk management and the nuclear weapons industry.


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                           335,072,311         99.20%          2,686,004         0.80%         2,172,684             34,770,252
Charles E. Bunch                          309,065,295         91.52%         28,634,996         8.48%         2,230,708             34,770,252
Debra A. Cafaro                           334,664,013         99.08%          3,114,859         0.92%         2,152,127             34,770,252
Marjorie Rodgers Cheshire                 335,348,275         99.28%          2,427,650         0.72%         2,155,074             34,770,252
David L. Cohen                            335,555,306         99.39%          2,067,394         0.61%         2,308,299             34,770,252
William S. Demchak                        325,768,900         96.55%         11,637,249         3.45%         2,524,850             34,770,252
Andrew T. Feldstein                       328,365,275         98.57%          4,749,599         1.43%         6,816,125             34,770,252
Richard J. Harshman                       334,732,546         99.13%          2,933,069         0.87%         2,265,384             34,770,252
Daniel R. Hesse                           336,769,510         99.73%           918,708          0.27%         2,242,781             34,770,252
Linda R. Medler                           336,715,630         99.67%          1,098,995         0.33%         2,116,374             34,770,252
Martin Pfinsgraff                         336,736,622         99.73%           926,789          0.27%         2,267,588             34,770,252
Toni Townes-Whitley                       334,834,830         99.14%          2,908,814         0.86%         2,187,355             34,770,252
Michael J. Ward                           334,303,059         99.00%          3,383,602         1.00%         2,244,338             34,770,252


(2) The Audit Committee's selection of PricewaterhouseCoopers LLP as PNC's independent registered public accounting firm for 2021 was ratified.

     For          %       Against      %      Abstain     Broker Non-Votes
 369,176,842    99.06%   3,494,388   0.94%   2,030,021           0



(3)  The compensation of PNC's named executive officers was approved on an
advisory basis.

     For          %       Against       %      Abstain     Broker Non-Votes
 320,830,158    95.25%   16,000,092   4.75%   3,100,749       34,770,252


(4) The shareholder proposal regarding a report on risk management and the nuclear weapons industry was not approved.

     For          %       Against       %       Abstain     Broker Non-Votes
  26,540,293    7.95%   307,230,915   92.05%   6,159,791       34,770,252



                                     - 2 -

--------------------------------------------------------------------------------


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 January 29, 2021,
the record date for the annual meeting, there were 423,964,701 possible votes.
The table below sets forth, as of January 29, 2021, 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.

                                 Number of Shares Entitled                                       Aggregate
Title of Class or Series                 to Vote                  Votes Per Share               Voting Power
Common Stock                            423,960,165                      1                      423,960,165
$1.80 Cumulative Convertible                567                          8                         4,536
Preferred Stock - Series B




                                     - 3 -

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© Edgar Online, source Glimpses

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