PNC Bank 2008 Annual Report Download - page 21

Our ability to mitigate the adverse consequences of such
occurrences is in part dependent on the quality of our resiliency
planning, including our ability to anticipate the nature of any
such event that occurs. The adverse impact of natural disasters
or terrorist activities or international hostilities also could be
increased to the extent that there is a lack of preparedness on the
part of national or regional emergency responders or on the part
of other organizations and businesses that we deal with,
particularly those that we depend upon.
ITEM 1 B – UNRESOLVED STAFF COMMENTS
There are no SEC staff comments regarding PNC’s periodic or
current reports under the Exchange Act that are pending
resolution.
ITEM 2– PROPERTIES
Our executive and administrative offices are located at One
PNC Plaza, Pittsburgh, Pennsylvania. The thirty-story
structure is owned by PNC Bank, N. A. We occupy the entire
building. In addition, PNC Bank, N.A. owns a thirty-four story
structure adjacent to One PNC Plaza, known as Two PNC
Plaza, that houses additional office space.
We own or lease numerous other premises for use in
conducting business activities, including operations centers,
offices, and branch and other facilities. We consider the
facilities owned or occupied under lease by our subsidiaries to
be adequate. We include here by reference the additional
information regarding our properties in Note 11 Premises,
Equipment and Leasehold Improvements in the Notes To
Consolidated Financial Statements in Item 8 of this Report.
ITEM 3– LEGAL PROCEEDINGS
See the information set forth in Note 24 Legal Proceedings
included in the Notes to Consolidated Financial Statements in
Item 8 of this Report, which is incorporated here by reference.
National City has agreed to pay a penalty of $200,000
imposed under section 6707 A(b)(2) of the Internal Revenue
Code for failure to include certain reportable transaction
information in its 2004 federal income tax return related to a
listed transaction. We expect to pay the penalty in 2009.
ITEM 4– SUBMISSION OF MATTERS TO A VOTE OF
SECURITY HOLDERS
A special meeting of shareholders of The PNC Financial
Services Group, Inc. was held on December 23, 2008 for the
purpose of considering and acting upon the following matters:
(1) a proposal to approve the issuance of shares of PNC
common stock as contemplated by the Agreement and Plan of
Merger, dated as of October 24, 2008, by and between The
PNC Financial Services Group, Inc. and National City
Corporation, as such agreement may be amended from time to
time; and (2) a proposal to approve the adjournment of the
special meeting, if necessary or appropriate, to solicit
additional proxies, in the event that there were not sufficient
votes at the time of the special meeting to approve the
proposal described under (1) above.
Based on a total of approximately 348.5 million eligible votes,
approximately 266 million votes, or 76% of the total, were
cast. The votes cast included votes for or against either
proposal, as well as abstentions.
The proposal to approve the issuance of shares of PNC
common stock in connection with PNC’s acquisition of
National City was ratified and the aggregate votes cast for or
against and the abstentions were as follows:
Aggregate Votes
For Against Abstain
262,287,739 3,057,391 634,073
The proposal to approve the adjournment of the special
meeting, if necessary, was ratified and the aggregate votes cast
for or against and the abstentions were as follows (there were
also 1,550 non-votes):
Aggregate Votes
For Against Abstain
240,665,800 24,585,286 726,567
With respect to all of the preceding matters, holders of our
common and voting preferred stock voted together as a single
class. The following table sets forth, as of the November 14,
2008 record date, the number of shares of each class or series
of stock that were issued and outstanding and entitled to vote,
the voting power per share, and the aggregate voting power of
each class or series:
Title of Class or Series
Voting Rights
Per Share
Number of
Shares Entitled
to Vote
Aggregate
Voting Power
Common Stock 1 347,960,466 347,960,466
$1.80 Cumulative
Convertible
Preferred Stock –
Series A 8 6,540 52,320
$1.80 Cumulative
Convertible
Preferred Stock –
Series B 8 1,137 9,096
$1.60 Cumulative
Convertible
Preferred Stock –
Series C 4/2.4 119,126 198,543
$1.80 Cumulative
Convertible
Preferred Stock –
Series D 4/2.4 170,761 284,602
Total possible votes 348,505,027*
* Represents greatest number of votes possible. Actual aggregate voting power was less
since each holder of voting preferred stock was entitled to a number of votes equal to
the number of full shares of common stock into which such holder’s preferred stock
was convertible.
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