This excerpt taken from the PNC DEF 14A filed Mar 28, 2008.
If you are a shareholder, you may send proposals for us to consider including in the proxy materials for our 2009 annual meeting of shareholders. You must follow SEC rules for submitting these proposals. Our Corporate Secretary must receive your proposal, in writing, at our principal executive offices, no later than November 28, 2008. If you do not follow these procedures, we will not consider your proposal for inclusion in next years proxy materials.
There are four ways to make proposals for action or nominations of directors at an annual meeting of shareholders.
A shareholder who wants to make a proposal for action or nominate a director at the annual meeting, must send a written notice to our Corporate Secretary. Our Corporate Secretary must receive the written notice at our principal executive offices not later than:
If you are a shareholder submitting the notice, you must include the following information:
If you want to know how to submit the name of a director candidate, please see the discussion of our director nomination process on pages 14-15. If you follow that process, our Boards Nominating and Governance Committee will consider the candidate.
The proxies we appoint for the 2009 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 presiding officer at a meeting may refuse to permit any proposal or director nomination if you have not complied with the governing by-law procedures, including the required notice to our Corporate Secretary. If we receive a shareholder proposal after the required notice date, but our presiding officer nonetheless permits the proposal to be made at the 2009 annual meeting, our proxies may exercise their discretionary voting authority.
Please direct any questions about these requirements or notices to our Corporate Secretary at the address given on page 10.
This excerpt taken from the PNC DEF 14A filed Mar 23, 2007.
Eligible shareholders may submit proposals to be considered for inclusion in our 2008 proxy materials for the 2008 annual meeting of shareholders if they do so in accordance with the applicable Securities and Exchange Commission rules. Your proposal must be in writing and received by the Corporate Secretary at our principal executive offices no later than November 24, 2007, in order to be considered for inclusion in our 2008 proxy materials.
Director nominations and proposals for action at an annual meeting of shareholders may be made otherwise only: (i) pursuant to our notice of such meeting; (ii) by the presiding officer; (iii) by or at the direction of a majority of the Board of Directors; or (iv) by one or more shareholders in accordance with the applicable SEC regulations and the governing provisions of our By-Laws.
A shareholder may make a nomination for election of a director or a proposal for action at an annual meeting only if written notice is received by the Corporate Secretary at our principal executive offices not later than: (i) 90 days prior to the annual meeting (which, for the 2007 annual meeting, would mean no later than January 23, 2008, if the annual meeting is held on April 22, 2008, unless a different date for such notice has been stated in our most recent proxy materials distributed to shareholders); or (ii) if the annual meeting is to be held on a date other than the fourth Tuesday in April, the close of business on the tenth day following the first public disclosure of the meeting date.
Public disclosure of the date of any annual meeting may be made in a filing with the SEC, in any notice we give to the NYSE, or in a news release reported by any national news service.
Your notice must include: (i) your name and address and the class and number of shares of PNC stock that are owned of record and beneficially by you and any beneficial owner you are acting for; and (ii) a representation that you are a beneficial owner of PNC stock entitled to vote at such meeting and that you intend to be present at the meeting in person or by proxy to make your nomination or proposal.
Your notice of a proposal for action at an annual meeting must also include a brief description of the proposal, your reasons for making the proposal, and any direct or indirect interest of you, or any person on whose behalf you are acting, in making the proposal.
For information on how to submit the name of a person to be considered by the Nominating and Governance Committee for possible nomination as a director, please see the discussion of our director nomination process earlier in this section.
If our Corporate Secretary receives timely notice of a shareholder proposal that complies with the governing By-Law provisions and if the proposal is properly presented at the 2008 annual meeting of shareholders, the proxies appointed by us may exercise discretionary authority in voting on the proposal. Our proxy statement for the meeting, however, must advise shareholders of the nature of the proposal and how our proxies intend to vote on the proposal. The proxies may not exercise discretionary authority in voting on your proposal if you satisfy certain requirements, including the mailing of a separate proxy statement to our shareholders.
The presiding officer of the meeting may refuse to permit any nomination for the election of a director or proposal to be made at an annual meeting if you havent complied with all of the governing By-Law procedures, including the required notice to our Corporate Secretary. If we receive a shareholder proposal after the required notice date but the presiding officer of the meeting nevertheless permits such proposal to be made at the 2008 annual meeting of shareholders, our proxies may exercise discretionary authority when voting on the proposal.
You should direct your questions about these requirements, or the notices we require, to: Corporate Secretary, The PNC Financial Services Group, Inc., One PNC Plaza21st Floor, 249 Fifth Avenue, Pittsburgh, Pennsylvania 15222-2707.