Pennsylvania
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25-1435979
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(State or other jurisdiction of
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(I.R.S. Employer
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incorporation)
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Identification No.)
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Title of Each Class
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Trading Symbol(s)
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Name of Each Exchange
on Which Registered
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Common Stock, par value $5.00
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PNC
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New York Stock Exchange
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Depositary Shares Each Representing a 1/4,000 Interest in a Share of Fixed-to-
Floating Rate Non-Cumulative Perpetual Preferred Stock, Series P |
PNC P
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New York Stock Exchange
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Depositary Shares Each Representing a 1/4,000 Interest in a Share of 5.375%
Non-Cumulative Perpetual Preferred Stock, Series Q |
PNC Q
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New York Stock Exchange
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•
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William S. Demchak, Chairman, President and Chief Executive Officer (CEO)
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•
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Robert Q. Reilly, Executive Vice President and Chief Financial Officer
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•
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Michael P. Lyons, Executive Vice President and Head of Corporate & Institutional Banking and Asset Management Group
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•
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E William Parsley, III, Executive Vice President and Chief Operating Officer
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•
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Joseph E. Rockey, Executive Vice President and Chief Risk Officer
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•
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Mr. Demchak’s annual base salary will increase from $1,100,000 to $1,200,000, effective with the first pay period beginning March 2, 2020, and his annualized total compensation target for 2020 will increase from $12,600,000 to $14,200,000.
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Beginning with the 2020 performance year, Mr. Demchak’s mix of total compensation will be delivered as 35% cash (base salary and annual cash incentive compensation) and 65% equity (long-term equity incentive compensation).
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Previously, Mr. Demchak’s mix of total compensation was delivered as 40% cash (base salary and annual cash incentive compensation) and 60% equity (long-term equity incentive compensation).
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THE PNC FINANCIAL SERVICES GROUP, INC.
(Registrant)
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Date:
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February 20, 2020
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By:
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/s/ Gregory H. Kozich
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Gregory H. Kozich
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Senior Vice President and Controller
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