---
schema_version: "secwatch.filing_event.v1"
accession: "0000713676-24-000041"
form_type: "8-K"
ticker: "PNC"
cik: "0000713676"
company_name: "PNC FINANCIAL SERVICES GROUP, INC."
filed_at: "2024-04-29T23:59:59+00:00"
generated_at: "2026-06-03T05:56:50.781704+00:00"
event_type: "other"
sentiment: "neutral"
materiality_score: 0.5
calibrated_materiality_score: 0.15
confidence: "high"
source: SEC EDGAR
---

# PNC Shareholders Elect 12 Directors, Approve Compensation and 2025 Stock Plan at Annual Meeting

## Summary
- Shareholders elected all 12 director nominees, including William S. Demchak with 95.52% for votes.
- Ratified PricewaterhouseCoopers LLP as independent auditor for 2024 with 98.76% approval.
- Advisory vote on executive compensation passed with 94.25% support.
- Approved the 2025 Employee Stock Purchase Plan with 99.35% for votes.
- Shareholder proposal on human rights risk management rejected with 90.07% against.

## SEC filing metadata
- accession: 0000713676-24-000041
- form_type: 8-K
- ticker: PNC
- cik: 0000713676
- company_name: PNC FINANCIAL SERVICES GROUP, INC.
- filed_at: 2024-04-29T23:59:59+00:00
- event_type: other
- sentiment: neutral
- materiality_score: 0.5
- calibrated_materiality_score: 0.15
- confidence: high
- sec_items: 5.07
- EDGAR index: https://www.sec.gov/Archives/edgar/data/713676/000071367624000041/0000713676-24-000041-index.htm
- EDGAR primary document: https://www.sec.gov/Archives/edgar/data/713676/000071367624000041/pnc-20240424.htm

## Machine-readable alternates
- HTML: https://secwatch.observer/filing/0000713676-24-000041
- JSON: https://secwatch.observer/filing/0000713676-24-000041.json
- Plain text: https://secwatch.observer/filing/0000713676-24-000041.txt

## Key facts
- Shareholder Votes
  PNC FINANCIAL SERVICES GROUP, INC. shareholders approved Advisory vote to approve compensation of named executive officers at the 2024-04-24 meeting.
  - Proposal: say on pay
  - Outcome: passed
  - Meeting: 2024-04-24
  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/713676/000071367624000041/0000713676-24-000041-index.htm
- Shareholder Votes
  PNC FINANCIAL SERVICES GROUP, INC. shareholders rejected Shareholder proposal regarding report on risk management and implementation of PNC’s Human Rights Statement in financing at the 2024-04-24 meeting.
  - Outcome: failed
  - Meeting: 2024-04-24
  source text: A shareholder proposal regarding report on risk management and implementation of PNC’s Human Rights Statement in financing was not approved.
  evidence_url: https://www.sec.gov/Archives/edgar/data/713676/000071367624000041/0000713676-24-000041-index.htm
- Shareholder Votes
  PNC FINANCIAL SERVICES GROUP, INC. shareholders approved Ratification of selection of PricewaterhouseCoopers LLP as independent registered public accounting firm for 2024 at the 2024-04-24 meeting.
  - Proposal: auditor ratification
  - Outcome: passed
  - Meeting: 2024-04-24
  source text: The Audit Committee’s selection of PricewaterhouseCoopers LLP as PNC’s independent registered public accounting firm for 2024 was ratified.
  evidence_url: https://www.sec.gov/Archives/edgar/data/713676/000071367624000041/0000713676-24-000041-index.htm
- Shareholder Votes
  PNC FINANCIAL SERVICES GROUP, INC. shareholders approved Election of 12 director nominees at the 2024-04-24 meeting.
  - Proposal: director election
  - Outcome: passed
  - Meeting: 2024-04-24
  source text: The 12 director nominees named in PNC’s proxy statement were elected.
  evidence_url: https://www.sec.gov/Archives/edgar/data/713676/000071367624000041/0000713676-24-000041-index.htm
- Shareholder Votes
  PNC FINANCIAL SERVICES GROUP, INC. shareholders approved Approval of The PNC Financial Services Group, Inc. 2025 Employee Stock Purchase Plan at the 2024-04-24 meeting.
  - Proposal: equity plan
  - Outcome: passed
  - Meeting: 2024-04-24
  source text: The PNC Financial Services Group, Inc. 2025 Employee Stock Purchase Plan was approved.
  evidence_url: https://www.sec.gov/Archives/edgar/data/713676/000071367624000041/0000713676-24-000041-index.htm

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