PNC Bank 2005 Annual Report Download - page 121

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ITEM 11 - EXECUTIVE COMPENSATION
The information required by this item is included under the
captions “Board Of Directors And Committees Of The Board –
Compensation Of Directors, Deferred Compensation Plans, and
Other Director Benefits” and “Compensation Of Executive
Officers” in our Proxy Statement to be filed for the annual
meeting of shareholders to be held on April 25, 2006 and is
incorporated herein by reference. In accordance with Item 402(a)
(8) and (9) of Regulation S-K, we exclude the information set
forth under the captions “Personnel and Compensation
Committee Report” and “Common Stock Performance Graph”
in such Proxy Statement from this Report.
ITEM 12 - SECURITY OWNERSHIP OF CERTAIN
BENEFICIAL OWNERS AND MANAGEMENT AND
RELATED STOCKHOLDER MATTERS
The information required by this item regarding security
ownership of certain beneficial owners and management is
included under the caption “Security Ownership Of Directors,
Nominees, And Executive Officers” in our Proxy Statement to
be filed for the annual meeting of shareholders to be held on
April 25, 2006 and is incorporated herein by reference.
Information regarding our compensation plans under which
PNC equity securities are authorized for issuance as of
December 31, 2005 is included in the table which follows.
Additional information regarding these plans is included in
Note 18 Stock-Based Compensation Plans in the Notes To
Consolidated Financial Statements in Item 8 of this Report.
Equity Compensation Plan Information
At December 31, 2005
(a) (b) (c)
Number of securities to
be issued upon exercise
of outstanding options,
warrants and rights
Weighted-average
exercise price of
outstanding
options, warrants
and rights
Number of securities
remaining available for
future issuance under
equity compensation plans
(excluding securities
reflected in column (a))
Equity compensation plans approved by security holders
1997 Long-Term Incentive Award Plan (Note 1)
Stock Options 18,292,554 $55.30
Incentive Share Awards (Note 2) 1,578,872 N/A
Subtotal 19,871,426 13,530,373
1996 Executive Incentive Award Plan
Incentive Awards N/A 180,287
Employee Stock Purchase Plan (Note 3) 1,518,933
1992 Director Share Incentive Plan N/A 370,799
Total approved by security holders 19,871,426 15,600,392
Equity compensation plans not approved by security holders None N/A None
Total 19,871,426 15,600,392
N/A – not applicable
Note 1 – The maximum number of shares that may be issued or as to which grants or awards may be made under the 1997 Long-Term Incentive Award Plan (excluding
shares issued pursuant to grants or awards made prior to February 20, 1997) is (i) 10,141,853 shares plus (ii) as of January 1 of each calendar year commencing with
1998 an additional number of shares equal to 1.5% of the total issued shares of common stock (including reacquired shares) at the end of the immediately preceding
calendar year. However, no more than 3% of the total issued shares of common stock (including reacquired shares) at the end of the immediately preceding calendar
year is cumulatively available for grants and awards made in any calendar year. In addition, incentive share awards (including restricted stock) granted during any
calendar year may not exceed 20% of the maximum number of shares available for grants and awards made during such calendar year.
Note 2 – These incentive share awards provide for the issuance of shares of common stock upon the achievement of one or more financial and other performance goals.
Outstanding incentive share award grants were made in 2003 and 2004. This number reflects the current maximum number of shares that could be issued pursuant to
both the 2003 and 2004 award grants upon achievement of performance goals; however, shares issued pursuant to the 2004 grant awards will be reduced on a share-for-
share basis by any shares that may be issued pursuant to the 2003 grant awards.
Note 3 – 95% of the fair market value on the last day of each six -month offering period.