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PNC » Topics » Director Nominations, Proposals for Action, and Other Business Brought Before the Annual Meeting

This excerpt taken from the PNC DEF 14A filed Mar 19, 2009.

Director Nominations, Proposals for Action, and Other Business Brought Before the Annual Meeting

 

Shareholders may make nominations for the election of directors and other proposals for action at an annual meeting of shareholders. Under our by-laws, nominations or other business may be brought before the meeting:

 

  •  

Pursuant to our notice of the meeting.

 

  •  

By, or at the direction of, a majority of our Board of Directors.

 

  •  

By one or more of our shareholders who:

 

  ¡  

is a shareholder of record at the time of giving of the notice required by our by-laws and will be such at the time of the annual meeting; and

 

  ¡  

is entitled to vote at the meeting; and

 

  ¡  

complies with the notice and other procedures set forth in our by-laws as to such business or nomination.

 

The by-law procedures described above are the exclusive means for a shareholder to make nominations or submit other business before the meeting, other than matters properly brought under Exchange Act Rule 14a-8, and included in our notice of meeting.

 

If you would like to include a proposal in our notice of the annual meeting and proxy materials under Rule 14a-8, please see the requirements under “Proxy Proposals Brought Under Rule 14a-8” on page 91.

 

If you do not want to make a nomination of a director for consideration at our annual meeting, but would like to submit the name of a director candidate to our Board for consideration, please see “Recommendations of Director Candidates From Shareholders” on page 91. If you follow the process discussed in that section, our Board’s Nominating and Governance Committee will consider your candidate.

 

Please direct any questions about the requirements or notices in this section to our Corporate Secretary at the address given on page 7.

 

Requirements for Nominations or Other Business. If you are a shareholder who would like to nominate candidates for election as directors, or bring other proposals for action (other than under SEC Rule 14a-8) at the 2010 annual meeting, our by-laws require that you deliver a notice to the Corporate Secretary at the principal executive offices of PNC.

 

To be timely, the notice must be delivered not earlier than the close of business on the 120th day and not later than the close of business on the 90th day prior to the first anniversary of the preceding year’s annual meeting (for the 2010 annual meeting, this would mean that timely notice would be delivered between December 29, 2009 and January 28, 2010).

 

If the date of next year’s annual meeting is more than 30 days before, or 60 days after, April 28, 2010, timely notice must be delivered not earlier than (1) the close of business on the 120th day prior to the date of the 2010 annual meeting and not later than (2) the close of business on the later of the 90th day prior to the date of the 2010 annual meeting or, if the first public announcement of the date of the 2010 annual meeting is less than 100 days prior to the date of the meeting, the 10th day following the day on which we make a public announcement of the meeting date.

 

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The notice must contain, on behalf of the shareholder and beneficial owner, if any, on whose behalf the nomination or proposal is being made, the following information, which is summarized from, and should be read in conjunction with, our by-laws:

 

Include in All Notices of

Nominations for Director,

or Other Proposals for Action

  

Additional Specific Information

for Notices of

Nominations for Director

  

Additional Specific Information

for Notices of

All Other Proposals for Action

   

•     The name and address of the shareholder, any beneficial owner, and any affiliates or associates.

 

•     The class or series and number of shares of PNC which are, directly or indirectly, owned beneficially and of record by the shareholder, beneficial owner, affiliates or associates.

 

•     Disclosure of any indirect, derivative, convertible, synthetic, or other right related to any class or series of shares of PNC, or any stock borrowings, dividend rights, or proxy or other voting arrangements, or other direct or indirect interests as enumerated in our by-laws.

 

•     Disclosure of any information relating to such shareholder and beneficial owner, if any, that would be required to be disclosed in a proxy statement or other filings required to be made in connection with solicitations of proxies for, as applicable, the proposal and/or for the election of directors in a contested election pursuant to Section 14 of the Exchange Act and the rules and regulations promulgated thereunder.

  

•     All information relating to such person that would be required to be disclosed in a proxy statement or other filings required to be made in connection with solicitations of proxies for election of directors in a contested election pursuant to Section 14 of the Exchange Act and the rules and regulations promulgated thereunder (including such person’s written consent to being named in the proxy statement as a nominee and to serving as a director if elected).

 

•     A description of all direct and indirect compensation and other material monetary agreements, arrangements and understandings during the past three years, and any other material relationships as enumerated in our by-laws.

 

•     A completed and signed questionnaire, representation and agreement as enumerated in our by-laws.

 

•     Such other information as may reasonably be required by PNC to determine the eligibility of such proposed nominee to serve as an independent director of PNC or that could be material to a reasonable shareholder’s understanding of the independence, or lack thereof, of such nominee.

  

•     A brief description of the business desired to be brought before the meeting, the reasons for conducting such business at the meeting and any material interest of such shareholder and beneficial owner, if any, in such business.

 

•     The text of the proposal or business (including the text of any resolutions proposed for consideration).

 

•     A description of all agreements, arrangements and understandings between such shareholder and beneficial owner, if any, and any other person or persons (including their names) in connection with the proposal of such business by such shareholder.

 

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The proxies we appoint for the 2010 annual meeting may exercise their discretionary authority to vote on any shareholder proposal timely received and presented at the meeting. Our proxy statement must advise shareholders of the proposal and how our proxies intend to vote. A shareholder may mail a separate proxy statement to our shareholders, and satisfy certain other requirements, to remove discretionary voting authority from our proxies.

 

The Chairman of the meeting has the power and duty to determine whether a nomination or any business proposed to be brought before the annual meeting was made or proposed in accordance with our by-laws, and to declare that a defective proposal or nomination be disregarded.

 

Proxy Proposals Brought Under Rule 14a-8. If you are a shareholder who would like us to include your proposal in our notice of annual meeting and related proxy materials, you must follow SEC Rule 14a-8. In submitting your proposal, our Corporate Secretary must receive your proposal, in writing, at our principal executive officers, no later than November 19, 2009. If you do not follow these procedures, we will not consider your proposal for inclusion in next year’s proxy statement.

 

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