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 →