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PNC » Topics » Recommendations of Director Candidates From Shareholders

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

Recommendations of Director Candidates From Shareholders

 

If a shareholder recommends a candidate for director in good faith, our Nominating and Governance Committee will consider it. The committee has adopted a policy to formalize this long-standing practice.

 

If you are a shareholder, the committee will consider your candidate if you follow these procedures. Your recommendation must be in writing, and submitted no later than November 19, 2009.

 

You must submit your recommendation to the Corporate Secretary at the address provided on page 7. Your written recommendation must include the following information:

 

  •  

The nominee’s name and address.

 

  •  

A description of all arrangements or understandings between you, the nominee and any other person or persons regarding the nomination of the director. You must also name such other persons.

 

  •  

Any commercial, industrial, banking, consulting, legal, accounting, charitable, familial or other relationships involving the proposed nominee and us or our subsidiaries that may be relevant in determining whether your nominee is independent of our management and eligible to serve on the Board’s Audit, Nominating and Governance and Personnel and Compensation Committees, under SEC and NYSE rules, and for the Personnel and Compensation Committee, under Section 162(m) of the Internal Revenue Code.

 

  •  

The educational, professional and employment-related background and experience of your nominee, together with any other facts and circumstances that may be relevant in determining whether your nominee is an “audit committee financial expert” under SEC rules.

 

  •  

Such other information regarding the nominee as would be required to be included in proxy materials had the nominee been nominated by our Board.

 

  •  

The written consent of the nominee to serve as a PNC director, if elected.

 

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The committee will not consider any candidate with an obvious impediment to serving as one of our directors. Under current practices, the committee does not evaluate candidates recommended by a shareholder any differently than candidates recommended by the committee.

 

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