PNC Bank 2008 Annual Report Download - page 167

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Committee” and “Requirements for Director Nominations and
Shareholder Proposals” in our Proxy Statement to be filed for
the 2009 annual meeting of shareholders and is incorporated
herein by reference. In accordance with Item 407(d) (3) of
Regulation S-K, the information set forth under the caption
“Item 3 – Ratification of the Audit Committee’s Selection of
PricewaterhouseCoopers LLP as the Independent Registered
Public Accounting Firm for 2009 – Report of the Audit
Committee” 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.
Information regarding our compliance with Section 16(a) of
the Securities Exchange Act of 1934 is included under the
caption “Section 16(a) Beneficial Ownership Reporting
Compliance” in our Proxy Statement to be filed for the 2009
annual meeting of shareholders and is incorporated herein by
reference.
Additional information regarding our executive officers and
our directors is included in Part I of this Report under the
captions “Executive Officers of the Registrant” and “Directors
of the Registrant.”
Our PNC Code of Business Conduct and Ethics is available on
our corporate website at www.pnc.com/corporategovernance.
In addition, any future amendments to, or waivers from, a
provision of the PNC Code of Business Conduct and Ethics
that applies to our 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.
I
TEM
11 – EXECUTIVE COMPENSATION
The information required by this item is included under the
captions “Director Compensation for Fiscal 2008,” “Corporate
Governance at PNC – Compensation Committee Interlocks
and Insider Participation,” and “Executive Compensation –
Compensation Discussion and Analysis,–Compensation
Committee Report, and – Executive Compensation Tables” in
our Proxy Statement to be filed for the 2009 annual meeting of
shareholders and is incorporated herein by reference. In
accordance with Item 407(e) (5) of Regulation S-K, the
information set forth under the caption “Executive
Compensation – 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.
I
TEM
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,
Executive Officers and Certain Beneficial Owners” in our
Proxy Statement to be filed for the 2009 annual meeting of
shareholders and is incorporated herein by reference.
Information regarding our compensation plans under which
PNC equity securities are authorized for issuance as of
December 31, 2008 is included in the table which follows.
Additional information regarding these plans is included in
Note 16 Stock-Based Compensation Plans in the Notes To
Consolidated Financial Statements in Item 8 of this Report.
163