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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☐
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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☐
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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☐
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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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☐
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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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(1)
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The election of the 12 director nominees named in PNC's proxy statement to serve until the next annual meeting and until their successors are elected and qualified;
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(2)
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The ratification of the Audit Committee’s selection of PricewaterhouseCoopers LLP as PNC’s independent registered public accounting firm for 2020;
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(3)
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An advisory vote to approve the compensation of PNC's named executive officers; and
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(4)
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The approval of the PNC Employee Stock Purchase Plan, as amended and restated effective January 1, 2020.
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(1)
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The 12 director nominees named in PNC's proxy statement were elected to the Board.
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(2)
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The Audit Committee’s selection of PricewaterhouseCoopers LLP as PNC’s independent registered public accounting firm for 2020 was ratified.
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For
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%
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Against
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%
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Abstain
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Broker Non-Votes
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380,304,950
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98.75%
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4,798,341
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1.25%
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2,349,703
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0
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(3)
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The compensation of PNC's named executive officers was approved on an advisory basis.
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For
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%
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Against
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%
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Abstain
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Broker Non-Votes
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331,001,615
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95.28%
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16,379,398
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4.72%
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3,409,442
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36,662,513
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(4)
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The PNC Employee Stock Purchase Plan, as amended and restated effective January 1, 2020, was approved.
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For
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%
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Against
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%
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Abstain
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Broker Non-Votes
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345,968,483
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99.41%
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2,068,198
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0.59%
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2,753,800
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36,662,513
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Title of Class or Series
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Number of Shares Entitled to Vote
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Votes Per Share
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Aggregate
Voting Power
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Common Stock
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430,265,435
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1
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430,265,435
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$1.80 Cumulative Convertible Preferred Stock - Series B
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567
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8
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4,536
|
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THE PNC FINANCIAL SERVICES GROUP, INC.
(Registrant)
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Date:
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May 1, 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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