The PNC Financial Services Group (PNC) Proxy Filing summary

Executive summary

• 2025 marked record financial performance, with net income of $7.0B, revenue up 7%, and strong capital returns to shareholders through $3.9B in dividends and buybacks.

• Completed the acquisition of FirstBank, expanding presence in Colorado and Arizona, and announced a $2B branch expansion plan to open 300+ new branches by 2030.

• Board and management focused on disciplined execution, risk management, technology modernization, and leadership succession, including appointing a new President.

• ESG initiatives included fulfilling a $30B Environmental Finance Pledge, exceeding a $88B Community Benefits Plan, and significant investments in affordable housing and employee development.

Voting matters and shareholder proposals

• Shareholders are asked to vote on: (1) election of 13 directors, (2) ratification of PwC as auditor, (3) advisory say-on-pay for executive compensation, and (4) approval of the 2026 Omnibus Equity Incentive Plan.

• Board recommends voting FOR all proposals.

• Shareholder proposals for the 2027 meeting must be submitted by November 11, 2026, with proxy access and advance notice procedures outlined.

Board of directors and corporate governance

• Board is 92% independent, with annual elections and a majority vote standard.

• Six standing committees: Audit, Human Resources, Nominating and Governance, Risk, Corporate Responsibility, and Technology.

• Presiding Director leads independent oversight, annual self-evaluations, and succession planning.

• Directors must retire at 75 unless waived; limits on outside board service apply.