---
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"
generated_at: "2026-06-16T04:07:26.890163+00:00"
event_type: "other"
sentiment: "neutral"
materiality_score: 0.2
calibrated_materiality_score: 0.2
confidence: "high"
source: SEC EDGAR
---

# PNC director Ward not re-elected due to retirement; all 13 nominees elected

## Summary
- 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.

## SEC filing metadata
- 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
- event_type: other
- sentiment: neutral
- materiality_score: 0.2
- calibrated_materiality_score: 0.2
- confidence: high
- sec_items: 5.02, 5.07
- 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

## Machine-readable alternates
- HTML: https://secwatch.observer/filing/0000713676-23-000038
- JSON: https://secwatch.observer/filing/0000713676-23-000038.json
- Plain text: https://secwatch.observer/filing/0000713676-23-000038.txt

## Key facts
- Executive change
  Michael J. Ward departed as Director at PNC FINANCIAL SERVICES GROUP, INC..
  - Action: did not stand for re-election
  - Role: Director
  source text: 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_url: https://www.sec.gov/Archives/edgar/data/713676/000071367623000038/0000713676-23-000038-index.htm
- Shareholder Votes
  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.
  - Proposal: say on pay
  - Outcome: passed
  - Meeting: 2023-04-26
  source text: The compensation of PNC's named executive officers was approved on an advisory basis.
  evidence_url: https://www.sec.gov/Archives/edgar/data/713676/000071367623000038/0000713676-23-000038-index.htm
- Shareholder Votes
  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.
  - Proposal: auditor ratification
  - Outcome: passed
  - Meeting: 2023-04-26
  source text: The Audit Committee's selection of PricewaterhouseCoopers LLP as PNC's independent registered public accounting firm for 2023 was ratified.
  evidence_url: https://www.sec.gov/Archives/edgar/data/713676/000071367623000038/0000713676-23-000038-index.htm
- Shareholder Votes
  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.
  - Proposal: director election
  - Outcome: passed
  - Meeting: 2023-04-26
  source text: The 13 director nominees named in PNC's proxy statement were elected.
  evidence_url: https://www.sec.gov/Archives/edgar/data/713676/000071367623000038/0000713676-23-000038-index.htm
- Shareholder Votes
  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.
  - Proposal: say on pay frequency
  - Outcome: passed
  - Meeting: 2023-04-26
  source text: 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_url: https://www.sec.gov/Archives/edgar/data/713676/000071367623000038/0000713676-23-000038-index.htm

This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.