NYSE: PNC PNC FINANCIAL SERVICES GROUP, INC. 8-K

PNC shareholders approve 28M-share equity plan, elect all directors with 94–99% support

Filed April 24, 2026 · Period ending April 22, 2026 · ~1 min read

Key Changes

medium

Shareholders approved new 2026 Omnibus Equity Incentive Plan authorizing 28 million shares plus unused shares from 2016 plan for employee and director compensation, passing with 96.64% support (307.4M for, 10.7M against, 76.2% of entitled shares).

Item 5.02 verify on EDGAR →
medium

All 13 director nominees elected with 94.30–99.64% support; Andrew Feldstein received highest opposition at 5.70% (18.1M against) and CEO William Demchak 4.45% (14.0M against), both within normal ranges for uncontested elections.

Item 5.07 verify on EDGAR →
medium

Say-on-pay vote passed with 93.56% support (297.4M for, 20.5M against, 73.7% of entitled shares), indicating broad acceptance of executive compensation program.

Item 5.07 verify on EDGAR →
low

PricewaterhouseCoopers LLP ratified as 2026 independent auditor with 98.17% support (348.7M for, 6.5M against, 86.4% of entitled shares).

Item 5.07 verify on EDGAR →

Summary

PNC held its 2026 annual meeting on April 22, with shareholders approving all management proposals. The most significant item was adoption of the 2026 Omnibus Equity Incentive Plan, which authorizes 28 million new shares for equity compensation plus any unused shares from the predecessor 2016 plan.

This share pool will fund future stock options, restricted stock, performance awards, and other equity-based compensation for employees and directors, resulting in gradual dilution as awards vest over time. The plan passed with 96.64% support. All governance votes showed healthy approval levels. Director elections were uncontested, with support ranging from 94.30% to 99.64%.

The highest opposition went to Andrew Feldstein (5.70%) and CEO William Demchak (4.45%), both well within normal ranges for routine director elections. Say-on-pay received 93.56% support with 6.44% opposition, and the auditor ratification passed with 98.17% approval. Voter turnout was approximately 79.4% of shares entitled to vote on director elections (excluding broker non-votes). These results reflect standard annual meeting outcomes for a large financial institution with no contested matters or material shareholder concerns.

Section-by-Section Diff

Event · Item 5.02 — Departure of Directors or Certain Officers; Election of Directors; Compensation

~500 words

Item 5.02 — Departure of Directors or Certain Officers; Election of Directors; Compensation filed; see Key Changes for terms.

3 Added

Added 2026 Omnibus Equity Incentive Plan approval medium

Added in current filing · verify on EDGAR →

On April 22, 2026, The PNC Financial Services Group, Inc. 2026 Omnibus Equity Incentive Plan (the “Plan”) was approved by the shareholders of The PNC Financial Services Group, Inc. (the “Corporation”) at the annual meeting of the Corporation’s shareholders held on that date.

Shareholders approved a new equity incentive plan at the April 22, 2026 annual meeting. The plan had previously been approved by the board on March 5, 2026, subject to shareholder approval. This plan will govern future equity compensation awards to employees, executives, directors, and service providers.

Added Plan share authorization medium

Added in current filing · verify on EDGAR →

The total number of shares of common stock of the Corporation that are authorized for issuance pursuant to awards under the Plan is 28,000,000 shares, plus the number of shares that remain authorized but not issued under the 2016 Incentive Award Plan, which is the Corporation’s predecessor equity incentive plan, as of April 22, 2026.

The plan authorizes 28 million new shares for equity awards, plus any unused shares from the predecessor 2016 plan. This represents the total share pool available for future employee and director compensation, which will result in dilution to existing shareholders as awards are granted and vest over time.

Show 1 minor / wording change

Added Award types and administration low

Added in current filing · verify on EDGAR →

The types of awards that may be granted under the Plan include incentive stock options, non-statutory stock options, share appreciation rights, share units, restricted share units, share awards, restricted shares, performance awards, other share-based awards (including dividend equivalents), and cash-denominated awards.

The plan permits a broad range of compensation instruments including stock options, restricted stock, performance awards, and cash awards. The Human Resources Committee will administer awards to employees while the Nominating and Governance Committee will handle director awards, with both committees having authority to set terms and performance criteria.

Event · Item 5.07 — Submission of Matters to a Vote of Security Holders

~700 words

PNC held its 2026 annual meeting, electing 13 directors, ratifying PwC as auditor, approving executive compensation, and approving a new equity plan.

2 Added

Added Director elections medium

Added in current filing · verify on EDGAR →

The 13 director nominees named in the Corporation’s proxy statement were elected.

Nominee | For | % | Against | % | Abstain | Broker Non-Votes | Joseph Alvarado | 316,507,381 | 99.36% | 2,033,765 | 0.64% | 1,964,914 | 36,699,490

Debra A. Cafaro

309,260,555 | 97.04% | 9,426,573 | 2.96% | 1,818,932 | 36,699,490 | Marjorie Rodgers Cheshire | 313,098,404 | 98.46% | 4,902,466 | 1.54% | 2,505,190 | 36,699,490

Douglas A. Dachille

317,227,656 | 99.59% | 1,321,503 | 0.41% | 1,956,901 | 36,699,490

William S. Demchak

301,171,542 | 95.55% | 14,014,957 | 4.45% | 5,319,561 | 36,699,490

Andrew T. Feldstein

299,808,888 | 94.30% | 18,107,252 | 5.70% | 2,589,920 | 36,699,490

Richard J. Harshman

313,769,569 | 98.50% | 4,779,799 | 1.50% | 1,956,692 | 36,699,490

Daniel R. Hesse

313,256,408 | 98.48% | 4,848,487 | 1.52% | 2,401,165 | 36,699,490 | Renu Khator | 315,064,510 | 98.94% | 3,364,320 | 1.06% | 2,077,230 | 36,699,490

Linda R. Medler

317,550,327 | 99.64% | 1,154,068 | 0.36% | 1,801,665 | 36,699,490

Robert A. Niblock

315,691,881 | 99.11% | 2,848,904 | 0.89% | 1,965,275 | 36,699,490 | Martin Pfinsgraff | 317,167,974 | 99.57% | 1,374,893 | 0.43% | 1,963,193 | 36,699,490

Bryan S. Salesky

317,222,720 | 99.58% | 1,347,235 | 0.42% | 1,936,105 | 36,699,490

All 13 director nominees were elected with support ranging from 94.30% to 99.64% of votes cast. Two directors received elevated opposition: Andrew T. Feldstein (5.70% against) and CEO William S. Demchak (4.45% against). With 403,516,196 votes entitled and 320,506,060 votes cast on director elections (excluding broker non-votes), turnout was approximately 79.4%. Support for Feldstein and Demchak represented approximately 74.3% and 74.6% of total shares entitled to vote, respectively.

Added Say-on-pay vote medium

Added in current filing · verify on EDGAR →

The compensation of the Corporation’s named executive officers was approved on an advisory basis.

For | % | Against | % | Abstain | Broker Non-Votes | 297,376,861 | 93.56% | 20,469,427 | 6.44% | 2,659,772 | 36,699,490

Executive compensation received 93.56% support (297,376,861 for, 20,469,427 against), with 6.44% opposition. This represents approximately 73.7% of the 403,516,196 shares entitled to vote. The approval level is healthy and indicates broad shareholder acceptance of the compensation program.