This excerpt taken from the PNC DEF 14A filed Mar 19, 2009.
ADVISORY VOTE ON EXECUTIVE COMPENSATION
As discussed in the Compensation Discussion and Analysis (CD&A) section of this proxy statement, we believe that our compensation policies and procedures strongly align the interests of our executives and our shareholders. We believe that our culture focuses executives on prudent risk management and appropriately rewards them for performance. Our compensation policies and procedures are described in detail on pages 46 to 67 of this proxy statement.
The proposal set forth below, which is advisory and will not bind our Board, gives our shareholders the opportunity to vote on the compensation of our executives.
Upon the recommendation of our Board of Directors, we ask you to consider the following resolution:
RESOLVED, that the holders of the common stock and the voting preferred stock of The PNC Financial Services Group, Inc. (the Company), voting together as a single class, approve the compensation of the Companys five executives named in the Summary Compensation Table of the Companys Proxy Statement for the 2009 Annual Meeting of Shareholders, as described in the Compensation Discussion and Analysis, the Executive Compensation Tables and the related disclosure contained in the Proxy Statement.
This proposal has been drafted to comply with Section 7001 of the American Recovery and Reinvestment Act of 2009, which amended Section 111(e) of the Emergency Economic Stabilization Act of 2008. This amendment applies to PNC based on our participation in the TARP Capital Purchase Program, as described in more detail in our CD&A.