March 19, 2009 Dear Fellow Shareholder
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James E. Rohr Chairman and Chief Executive Officer March 19, 2009 Dear Fellow Shareholder: You are invited to attend PNC’s 2009 Annual Meeting of Shareholders on Tuesday, April 28, 2009. The meeting will be held in Pittsburgh, Pennsylvania on the 15th Floor of One PNC Plaza, 249 Fifth Avenue, beginning at 11:00 a.m., Eastern time. We will consider the matters described in this proxy statement and also review significant developments since our last annual meeting. This year, we have significantly reduced our mailing and printing costs by taking advantage of Securities and Exchange Commission rules that allow us to provide proxy materials to you over the Internet. The accompanying notice of meeting, proxy statement and proxy card for the annual meeting, as well as our 2008 Annual Report on Form 10-K, have been made available to you in accordance with those rules. Whether or not you plan to attend, you can ensure that your shares are represented at the meeting by promptly voting and submitting your proxy. If you are unable to attend the annual meeting in person, you may listen to the meeting by teleconference or online webcast. Please see the notice on the next page for more information. Cordially, James E. Rohr The PNC Financial Services Group One PNC Plaza 249 Fifth Avenue Pittsburgh Pennsylvania 15222-2707 The PNC Financial Services Group, Inc. 249 Fifth Avenue Pittsburgh, Pennsylvania 15222-2707 NOTICE OF ANNUAL MEETING OF SHAREHOLDERS DATE AND TIME Tuesday, April 28, 2009, 11:00 A.M., Eastern time PLACE The PNC Financial Services Group, Inc. 249 Fifth Avenue –15th Floor Pittsburgh, Pennsylvania 15222 WEBCAST AND Webcast: www.pnc.com/investorevents (webcast archived for TELECONFERENCE 30 days) Conference Call: 1-800-990-2718 1-706-643-0187 (international) We will also provide an audio replay of the meeting for one week. Audio Replay: 1-800-642-1687 1-706-645-9291 (international) Access Code 89237708 Information included on our website, other than our Proxy Statement and form of proxy, is not a part of the proxy soliciting material. ITEMS OF BUSINESS 1. To elect as directors the 17 nominees named in the Proxy Statement 2. To approve the PNC Employee Stock Purchase Plan 3. To ratify the appointment of PricewaterhouseCoopers LLP 4. To approve an advisory vote on executive compensation 5. A shareholder proposal, if it is properly introduced at the meeting 6. Other business RECORD DATE You can vote if you are a shareholder of record on February 27, 2009. PROXY MATERIALS We have taken advantage of Securities and Exchange Commission rules that allow us to furnish proxy materials to you over the Internet. We mailed a Notice of Internet Availability of Proxy Materials (Notice) to you, which describes how to access and review the proxy statement and annual report, as well as how to vote. It also provides instructions on how to request printed copies of the proxy materials, if you want them. ANNUAL REPORT Our annual report to shareholders consists of the 2008 Annual Report on Form 10-K and Chairman’s Letter, which is being furnished to shareholders on the Internet as described in the Notice, but which is not part of the proxy soliciting material. HOW TO VOTE It is important that your shares be represented and voted at the Meeting. You can vote your shares, as instructed in the Notice or proxy card, by voting on the Internet or by telephone, or by proxy card if you requested copies of the proxy materials. George P. Long, III March 19, 2009 Corporate Secretary IMPORTANT NOTICE REGARDING DELIVERY OF DOCUMENTS We try to reduce our printing and postage costs. One of the ways we reduce costs is by only delivering one set of proxy materials (or Notice) to multiple shareholders at the same address. This is called “householding”. If you have more than one shareholder at the same address, you may request additional materials. Please write or call our stock transfer agent, Computershare. Computershare Investor Services, LLC P.O. Box 43078 Providence, Rhode Island 02940-3078 1-866-641-4276 You may always write or call Computershare to change the number of copies you receive in the future. No matter how many sets of materials you receive, we will mail a separate proxy card (or Notice) for each shareholder account. Please vote your shares. We offer several ways for you to vote. • Complete, sign and date the proxy card and return it in the enclosed envelope. • Vote by telephone or over the Internet. (The instructions are on the proxy card or Notice.) Our 2008 Annual Report on Form 10-K is not part of our proxy solicitation materials. WEBCAST AND CONFERENCE CALL DIRECTIONS Tuesday, April 28, 2009 11:00 a.m. Eastern time Webcast www.pnc.com/investorevents Conference Call 1-800-990-2718 1-706-643-0187 (international) Please make sure you visit the website ahead of time to register and download any necessary software. If you can’t access the webcast or conference call, we will make a replay of the meeting available at www.pnc.com/investorevents for 30 days. During this time, you may also view or print the slides. Use the instructions above to access the webcast. We will also provide an audio replay of the meeting for one week. Audio Replay 1-800-642-1687 1-706-645-9291 (international) Access Code 89237708 March 19, 2009 Notice of Annual Meeting of Shareholders April 28, 2009 TO OUR SHAREHOLDERS: The 2009 annual meeting of the shareholders of The PNC Financial Services Group, Inc. will be held at One PNC Plaza, 15th Floor, 249 Fifth Avenue, Pittsburgh, Pennsylvania on Tuesday, April 28, 2009, beginning at 11:00 a.m., Eastern time, for the purpose of considering and acting upon the following matters: (1) Electing as directors the 17 nominees named in the attached proxy statement, to serve until the next annual meeting and until their successors are elected and qualified; (2) Approving the PNC Employee Stock Purchase Plan as amended and restated as of January 1, 2009; (3) Ratifying the Audit Committee’s selection of PricewaterhouseCoopers LLP as PNC’s independent registered public accounting firm for 2009; (4) Approving an advisory vote on executive compensation; (5) Considering a shareholder proposal, if properly presented before the meeting; and (6) Such other business as may properly come before the meeting or any adjournment thereof. Shareholders of record at the close of business on February 27, 2009 are entitled to receive notice of, and to vote at, the meeting and any adjournment thereof. We have decided to take advantage of Securities and Exchange Commission rules that allow issuers to furnish proxy materials to their shareholders over the Internet. Whether or not you plan to attend the annual meeting in person, please cast your vote over the Internet, by telephone or, if you prefer, by requesting a paper proxy card to sign, date and return by mail. By Order of the Board of Directors, George P. Long, III Corporate Secretary The PNC Financial Services Group One PNC Plaza 249 Fifth Avenue Pittsburgh Pennsylvania 15222-2707 TABLE OF CONTENTS GENERAL INFORMATION ............................................................. 1 Date, Time and Place of Annual Meeting .................................................. 1 Internet Availability of Proxy Materials; Mailing Date ....................................... 1 Our Board is Asking for Your Proxy ..................................................... 1 You Can Revoke Your Proxy ........................................................... 2 How Our Board Solicits Proxies ......................................................... 2 Shareholders Entitled to Vote ........................................................... 2 Outstanding Shares on the Record Date ................................................... 2 Quorum ............................................................................ 3 How to Vote ........................................................................ 3 How to Attend the Meeting ............................................................. 4 If You Can’t Attend the Meeting ........................................................ 4 Have You Received More Than One Set of Proxy Materials? .................................. 4 What is a Broker Non-Vote? ............................................................ 4 What Vote is Required for a Proposal to Pass? .............................................. 5 Confidential Voting ................................................................... 5 CORPORATE GOVERNANCE AT PNC ................................................... 7 Director Independence ................................................................ 7 Meetings of Our Non-Management and Independent Directors ................................. 11 Communicating with Our Directors ...................................................... 11 Our Corporate Governance Guidelines .................................................... 12 Our Code of Business Conduct and Ethics ................................................. 12 Board Committees .................................................................... 13 The Audit Committee ................................................................. 13 The Nominating and Governance Committee ............................................... 15 The Personnel and Compensation Committee .............................................. 16 Compensation Committee Interlocks and Insider Participation ................................. 17 2008 Board Meetings ................................................................. 17 Director Compensation