The PNC Financial Services Group (PNC) AGM 2026 summary

Opening remarks and agenda

• Meeting opened with introductions of board members, executive committee, and independent auditor, with an overview of the meeting's structure and voting process.

• Shareholders were informed about procedural matters, voting instructions, and the opportunity to submit questions via the virtual portal.

• Meeting called to order by Chairman and CEO, followed by welcome and introductions.

• Corporate Secretary presented the report and outlined matters for shareholder action, including director elections, auditor ratification, executive compensation, and equity incentive plan approval.

• Chairman delivered remarks and led a general Q&A session.

Corporate governance and board updates

• Proxy materials were distributed starting March 11, 2026, with a record date of January 30, 2026.

• Quorum established with 88.5% of voting power represented.

• Election of 13 directors with diverse expertise in leadership, finance, risk management, technology, and corporate responsibility.

• Executive committee roles highlighted, including heads of asset management, retail banking, technology, and risk.

Shareholder proposals and voting outcomes

• Four proposals introduced: election of 13 directors, ratification of auditor, advisory approval of executive compensation, and approval of the 2026 Omnibus Equity Incentive Plan.

• Shareholders voted on director elections, auditor ratification, executive compensation, and the 2026 Omnibus Equity Incentive Plan.

• All four proposals received majority approval, including director elections, auditor ratification, executive compensation, and the equity incentive plan.

• Preliminary report of the judge of election presented, followed by vote declaration and adjournment.

• Final vote tallies to be disclosed in a Form 8-K filing.