PNC » Topics » Information Concerning Nominees

This excerpt taken from the PNC DEF 14A filed Mar 28, 2008.

Information Concerning Nominees

 

Our Board of Directors determines how many directors to nominate each year. Our By-Laws require between five and 36 directors. Acting on the recommendation of the Nominating and Governance Committee, our Board has fixed the number of directors to be elected at the annual meeting at 18.

 

The Board has nominated the persons named on pages 7 and 8 for election as directors, to hold office until the next annual meeting of shareholders and the election and qualification of their successors.

 

Your proxy, unless you direct otherwise, will be voted FOR all of the nominees named on pages 7 and 8. All of our nominees are currently directors.

 

All nominees consent to being named in this proxy statement and to serve if elected. Our Board of Directors has no reason to believe that any nominee will be unavailable or unable to serve as a director. If for any reason, however, any nominee is not available or able to serve, your proxy will be voted in accordance with the recommendation of our Board.

 

The table on pages 7 and 8 lists:

 

   

the names of the nominees for election as directors;

 

   

their ages and principal occupations as of February 29, 2008;

 

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the years the nominees first became directors; and

 

   

their directorships of other public companies as of February 29, 2008.

 

All nominees have held the positions indicated or another senior executive position with the same entity or one of its affiliates or a predecessor entity for at least the past five years.

 

For more information on our directors, please see the following sections:

 

Corporate Governance at PNC    (p. 10)

Transactions Involving Directors and Executive Officers     (p. 22)

Board of Directors and Committees of the Board    (p. 27)

Director Compensation for Fiscal 2007    (p. 29)

Security Ownership of Directors, Executive Officers and Certain Beneficial Owners    (p. 72)

 

This excerpt taken from the PNC DEF 14A filed Mar 23, 2007.

Information Concerning Nominees

 

Our By-Laws provide that the number of directors must be at least five but not more than 36, as determined by the Board of Directors. Acting on the recommendation of the Nominating and Governance Committee, our Board has fixed the number of directors to be elected at the annual meeting at 18. The Board has nominated the persons named on pages 6 and 7 for election as directors, to hold office until the next annual meeting of shareholders and the election and qualification of their successors. J. Gary Cooper is retiring from the Board at the annual meeting, in accordance with an established Board retirement policy.

 

Your proxy, unless you direct otherwise, will be voted FOR all of the nominees named on pages 6 and 7. All of these nominees are currently directors, with the exception of Richard O. Berndt, Charles E. Bunch and Donald J. Shepard, who are being nominated for director for the first time. All nominees have consented to being named in this proxy statement and to serve if elected. Our Board of Directors has no reason to believe that any nominee will be unavailable or unable to serve as a director. If for any reason, however, any nominee is not available or able to serve, your proxy will be voted in accordance with the recommendation of our Board.

 

The table on pages 6 and 7 lists:

 

   

the names of the nominees for election as directors;

 

   

their ages as of March 12, 2007;

 

   

their principal occupations as of March 12, 2007;

 

   

the years the nominees first became directors; and

 

   

their directorships of other public companies as of March 12, 2007.

 

Unless we indicate otherwise, all nominees have held the positions indicated or another senior executive position with the same entity or one of its affiliates or a predecessor entity for at least the past five years.

 

For more information on our directors, please see “Corporate Governance at PNC,” beginning on page 14, “Board of Directors and Committees of the Board,” beginning on page 25, “Director Compensation for Fiscal 2006,” beginning on page 59, “Security Ownership of Directors, Nominees, Executive Officers and Certain Beneficial Owners,” beginning on page 63 and “Transactions Involving Directors and Executive Officers,” beginning on page 66.

 

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