{"schema_version":"secwatch.filing_event.v1","accession":"0000713676-23-000038","form_type":"8-K","ticker":"PNC","cik":"0000713676","company_name":"PNC FINANCIAL SERVICES GROUP, INC.","filed_at":"2023-05-02T23:59:59+00:00","discovered_at":"2026-05-14T18:03:41.989304+00:00","generated_at":"2026-06-16T04:07:26.890163+00:00","sec_items":["5.02","5.07"],"event_type":"other","sentiment":"neutral","materiality_score":0.2,"calibrated_materiality_score":0.2,"confidence":"high","headline":"PNC director Ward not re-elected due to retirement; all 13 nominees elected","bullets":["Michael J. Ward did not stand for re-election as director due to mandatory retirement age per PNC governance guidelines.","All 13 director nominees elected at annual meeting with >95% support each.","Say-on-pay approved with 79.80% of votes cast (65.46M against).","Shareholders approved one-year frequency for future advisory votes on executive compensation.","PricewaterhouseCoopers LLP ratified as independent auditor for 2023 with 98.34% support."],"urls":{"canonical":"https://secwatch.observer/filing/0000713676-23-000038","json":"https://secwatch.observer/filing/0000713676-23-000038.json","markdown":"https://secwatch.observer/filing/0000713676-23-000038.md","text":"https://secwatch.observer/filing/0000713676-23-000038.txt","edgar_index":"https://www.sec.gov/Archives/edgar/data/713676/000071367623000038/0000713676-23-000038-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/713676/000071367623000038/pnc-20230426.htm"},"model":{"generated_by":"deepseek-v4-flash:cloud@v2","generated_at":"2026-06-16T04:07:26.890163+00:00"},"review":{"review_status":"machine_generated","human_reviewed":false,"corrected":false,"correction_note":null,"correction_timestamp":null,"superseded_by":null,"related_filings":[]},"source_grounded_claims":[{"claim_id":"687ffba40d","claim":"Michael J. Ward departed as Director at PNC FINANCIAL SERVICES GROUP, INC..","evidence_excerpt":"Michael J. Ward did not stand for re-election to the Board of Directors (the \"Board\") of The PNC Financial Services Group, Inc. (\"PNC\") at the annual meeting of shareholders of PNC held on April 26, 2023, as he had reached the mandatory retirement age set forth in PNC's corporate governance guidelines.","evidence_source":"SEC 8-K Item 5.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/713676/000071367623000038/0000713676-23-000038-index.htm","confidence":0.95,"family_label":"Executive change","details":[{"label":"Action","value":"did not stand for re-election"},{"label":"Role","value":"Director"}],"fact_type":"executive_change"},{"claim_id":"0857426f3ab716fef7fca6f6414637ba8caee218","claim":"PNC FINANCIAL SERVICES GROUP, INC. shareholders approved Advisory vote to approve the compensation of PNC's named executive officers at the 2023-04-26 meeting.","evidence_excerpt":"The compensation of PNC's named executive officers was approved on an advisory basis.","evidence_source":"SEC 8-K Item 5.07","evidence_url":"https://www.sec.gov/Archives/edgar/data/713676/000071367623000038/0000713676-23-000038-index.htm","confidence":0.9,"family_label":"Shareholder Votes","details":[{"label":"Proposal","value":"say on pay"},{"label":"Outcome","value":"passed"},{"label":"Meeting","value":"2023-04-26"}],"fact_type":"shareholder_vote"},{"claim_id":"2aa549ddd34f1ebd5d9f71e59e6431e604a15a60","claim":"PNC FINANCIAL SERVICES GROUP, INC. shareholders approved Ratification of the Audit Committee's selection of PricewaterhouseCoopers LLP as PNC's independent registered public accounting firm for 2023 at the 2023-04-26 meeting.","evidence_excerpt":"The Audit Committee's selection of PricewaterhouseCoopers LLP as PNC's independent registered public accounting firm for 2023 was ratified.","evidence_source":"SEC 8-K Item 5.07","evidence_url":"https://www.sec.gov/Archives/edgar/data/713676/000071367623000038/0000713676-23-000038-index.htm","confidence":0.9,"family_label":"Shareholder Votes","details":[{"label":"Proposal","value":"auditor ratification"},{"label":"Outcome","value":"passed"},{"label":"Meeting","value":"2023-04-26"}],"fact_type":"shareholder_vote"},{"claim_id":"3019cc4563c71d303ab2de9325c8e26f2160675d","claim":"PNC FINANCIAL SERVICES GROUP, INC. shareholders approved Election of the 13 director nominees named in PNC's proxy statement at the 2023-04-26 meeting.","evidence_excerpt":"The 13 director nominees named in PNC's proxy statement were elected.","evidence_source":"SEC 8-K Item 5.07","evidence_url":"https://www.sec.gov/Archives/edgar/data/713676/000071367623000038/0000713676-23-000038-index.htm","confidence":0.9,"family_label":"Shareholder Votes","details":[{"label":"Proposal","value":"director election"},{"label":"Outcome","value":"passed"},{"label":"Meeting","value":"2023-04-26"}],"fact_type":"shareholder_vote"},{"claim_id":"820a5a4ff4e04845541d37176d0592eb89aa0995","claim":"PNC FINANCIAL SERVICES GROUP, INC. shareholders approved Advisory vote to approve the frequency of future advisory votes on the compensation of PNC's named executive officers at the 2023-04-26 meeting.","evidence_excerpt":"A frequency of one year for future advisory votes on the compensation of PNC's named executive officers was approved on an advisory basis.","evidence_source":"SEC 8-K Item 5.07","evidence_url":"https://www.sec.gov/Archives/edgar/data/713676/000071367623000038/0000713676-23-000038-index.htm","confidence":0.9,"family_label":"Shareholder Votes","details":[{"label":"Proposal","value":"say on pay frequency"},{"label":"Outcome","value":"passed"},{"label":"Meeting","value":"2023-04-26"}],"fact_type":"shareholder_vote"}],"license":"Source filings: public domain (SEC EDGAR). Summaries (headline + bullets): CC-BY-4.0; attribute https://secwatch.observer"}