PNC Bank 2006 Annual Report Download - page 135

directors or executive officers (including the Chairman and
Chief Executive Officer, the Chief Financial Officer and the
Controller) will be posted at this internet address.
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,” “Compensation Discussion and
Analysis,” – “Compensation Committee Interlocks and Insider
Participation,” “Compensation Committee Report,” and
“Compensation Tables” in our Proxy Statement to be filed for
the annual meeting of shareholders to be held on April 24, 2007
and is incorporated herein by reference. In accordance with
Item 407(e)(5) of Regulation S-K, the information set forth
under the caption “Compensation Committee Report” in such
Proxy Statement will be deemed to be furnished in this Report
and will not be deemed to be incorporated by reference into any
filing under the Securities Act or the Exchange Act as a result
of furnishing the disclosure in this manner.
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 “Compensation Tables – 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 24, 2007 and is incorporated
herein by reference.
Information regarding our compensation plans under which
PNC equity securities are authorized for issuance as of
December 31, 2006 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, 2006
(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 14,925,733 $59.27
Incentive Performance Unit Awards (Note 2) 371,734 N/A
Subtotal 15,297,467 2,574,979
2006 Incentive Award Plan (Note 3)
Stock Options 24,170 $68.85 40,192,781
1996 Executive Incentive Award Plan
Incentive Awards N/A 152,553
Employee Stock Purchase Plan (Note 4) 1,413,893
1992 Director Share Incentive Plan N/A 369,614
Total approved by security holders 15,321,637 44,703,820
Equity compensation plans not approved by security holders None N/A None
Total 15,321,637 44,703,820
N/A – not applicable
Note 1 – After shareholder approval of the 2006 Incentive Award Plan at the 2006 annual meeting of PNC’s shareholders on April 25, 2006 (see Note 3 below), no further grants were
permitted under the 1997 Long-Term Incentive Award Plan, other than for the exercise of reload or performance unit rights. As of December 31, 2006, the number of remaining shares
reserved under this plan for that purpose was 2,574,979.
Note 2 – These incentive performance unit awards provide for the issuance of shares of common stock (up to a target number of shares) based on the degree to which corporate
performance goals established by the Personnel and Compensation Committee have been achieved, and, if a premium level of such performance is achieved, for further payment in cash.
This number reflects the current maximum number of shares that could be issued pursuant to grants outstanding at December 31, 2006 upon achievement of the performance goals and
other conditions of the grants. These grants were all made on January 23, 2006.
Note 3 – The 2006 Incentive Award Plan was adopted by the Board on February 15, 2006 and approved by the PNC shareholders at the 2006 annual meeting on April 25, 2006. The plan
initially authorized up to 40,000,000 shares of common stock for issuance under the plan, subject to adjustment in certain circumstances. If and to the extent that options and SARs granted
under the plan, or granted under the prior plan and outstanding on the approval date of the plan, terminate, expire or are cancelled, forfeited, exchanged or surrendered after the effective
date of the plan without being exercised or if any share awards, share units, dividend equivalents or other share-based awards are forfeited or terminated, or otherwise not paid in full, after
the effective date of the plan, the shares subject to such grants become available again for purposes of the plan.
Note 4 – 95% of the fair market value on the last day of each six-month offering period.
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