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Press release from PR Newswire

William S. Demchak Succeeds James E. Rohr as PNC Chief Executive Officer

Tuesday, April 23, 2013

William S. Demchak Succeeds James E. Rohr as PNC Chief Executive Officer

18:22 EDT Tuesday, April 23, 2013

- Rohr Becomes Executive Chairman -

PITTSBURGH, April 23, 2013 /PRNewswire/ -- The PNC Financial Services Group, Inc. (NYSE: PNC) announced today that William S. Demchak has assumed the position of president and chief executive officer.  Former Chief Executive Officer James E. Rohr took the new position of executive chairman. The changes became effective today at PNC's Annual Meeting of Shareholders.

Rohr announced in February that he will retire in 2014. He will serve in the new position for one year to ensure a smooth transition.

"Bill is well prepared to lead PNC and to execute the winning strategy he helped develop over the past decade," Rohr said. "PNC's customers, shareholders, employees and community will benefit from his vision and commitment to serving their needs."

Demchak joined PNC in 2002 as chief financial officer. In 2005, he became head of Corporate & Institutional Banking. He was promoted to senior vice chairman in 2009 and named head of all PNC businesses in 2010. He was elected PNC president in April 2012, and joined PNC's Board of Directors in February 2013.  Prior to joining PNC, Demchak served as head of Structured Finance and Credit Portfolio for JPMorgan Chase & Co.

Demchak is a director of BlackRock, Inc. He earned his undergraduate degree at Allegheny College and an MBA at the University of Michigan.

Also at today's Annual Meeting, shareholders re-elected all 16 directors to the board, ratified PricewaterhouseCoopers LLP as the corporate auditor, accepted PNC's executive compensation program in an advisory vote and rejected a shareholder proposal that would have required PNC to assess greenhouse gas emissions resulting from its lending activities. The preliminary voting results, subject to final certification from Computershare Trust Company, N.A., the judge of election, were as follows:

(1)

Sixteen directors were elected, and the aggregate votes cast for or against as well as the abstentions and broker non-votes, were as follows:

 

Director Elections

Nominee

For

%

Against

%

Abstain

Broker Non Votes

Richard O. Berndt

406,501,573

99.1%

3,897,227

0.9%

1,085,173

42,921,517

Charles E. Bunch

398,177,251

97.0%

12,235,525

3.0%

1,071,195

42,921,517

Paul W. Chellgren

398,610,986

97.1%

11,801,620

2.9%

1,071,367

42,921,517

William S. Demchak

405,241,479

98.7%

5,209,860

1.3%

1,013,135

42,921,517

Kay Coles James

407,946,441

99.4%

2,508,150

0.6%

1,029,382

42,921,517

Richard B. Kelson

398,933,317

97.3%

11,091,682

2.7%

1,458,973

42,921,517

Bruce C. Lindsay

404,251,310

98.5%

6,145,405

1.5%

1,087,257

42,921,517

Anthony A. Massaro

404,546,987

98.6%

5,841,160

1.4%

1,096,819

42,921,517

Jane G. Pepper

404,516,026

98.6%

5,908,199

1.4%

1,059,351

42,921,517

James E. Rohr

389,338,910

94.9%

21,128,481

5.1%

1,017,583

42,921,517

Donald J. Shepard

406,648,604

99.1%

3,781,386

0.9%

1,053,982

42,921,517

Lorene K. Steffes

403,041,839

98.2%

7,410,867

1.8%

1,031,182

42,921,517

Dennis F. Strigl

399,351,855

97.3%

11,015,525

2.7%

1,116,142

42,921,517

Thomas J. Usher

399,064,481

97.2%

11,325,269

2.8%

1,094,223

42,921,517

George H. Walls, Jr.

406,323,502

99.0%

4,050,334

1.0%

1,110,136

42,921,517

Helge H. Wehmeier

402,375,815

98.1%

7,951,374

1.9%

1,157,203

42,921,517

 

(2)

The Audit Committee's selection of PricewaterhouseCoopers LLP as PNC's independent registered public accounting firm for 2013 was approved and the aggregate votes cast for or against and the abstentions were as follows:

 

Ratification of Auditors

For

%

Against

%

Abstain

451,813,089

99.7%

1,481,828

0.3%

1,111,468

 

(3)

The advisory resolution on executive compensation was approved and the aggregate votes cast for and against, as well as the abstentions and broker non-votes, were as follows:

 

Say-on-Pay

For

%

Against

%

Abstain

Broker Non-Votes

342,217,763

84.0%

65,111,991

16.0%

4,154,438

42,921,517

 

(4)

The shareholder proposal was not approved and the aggregate votes cast for and against, as well as the abstentions and broker non votes, were as follows:

 

Shareholder Proposal

For

%

Against

%

Abstain

Broker Non-Votes

80,614,552

22.8%

273,218,966

77.2%

57,649,494

42,921,517

 

The PNC Financial Services Group, Inc. (www.pnc.com) is one of the nation's largest diversified financial services organizations providing retail and business banking; residential mortgage banking; specialized services for corporations and government entities, including corporate banking, real estate finance and asset-based lending; wealth management and asset management.

CONTACTS:

MEDIA:Fred Solomon(412) 762-4550corporate.communications@pnc.com

INVESTORS:William H. Callihan(412) 762-8257investor.relations@pnc.com

SOURCE The PNC Financial Services Group, Inc.

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