PNC Bank 2011 Annual Report Download - page 222

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.
ITEM 11 – EXECUTIVE COMPENSATION
The information required by this item is included under the
captions “Corporate Governance – Board committees –
Personnel and Compensation Committee – Compensation
committee interlocks and insider participation,” “Director
Compensation,” “Compensation Discussion and Analysis,”
“Compensation Committee Report,” “Compensation and
Risk,” and “Compensation Tables” in our Proxy Statement to
be filed for the 2012 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 “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 “Security Ownership of Directors
and Executive Officers” in our Proxy Statement to be filed for
the 2012 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, 2011 is included in the table which follows.
Also included in the notes to the table is information regarding
awards or portions of awards under our 2006 Incentive Award
Plan that, by their terms, are payable only in cash. Additional
information regarding these plans is included in Note 15
Stock-Based Compensation Plans in the Notes To
Consolidated Financial Statements in Item 8 of this Report.
Equity Compensation Plan Information
At December 31, 2011
(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) 1,945,317
Stock Options 5,653,196 $ 60.08
2006 Incentive Award Plan (Note 2 and Note 3)
Stock Options 11,770,825 $ 51.69 31,830,226
Incentive Performance Unit Awards (Note 4) 394,048 N/A
Stock-Payable Restricted Stock Units (Note 5) 561,147 N/A
1996 Executive Incentive Award Plan
Incentive Awards N/A (Note 6)
Employee Stock Purchase Plan (Note 7) 1,528,879
Total approved by security holders 18,379,216 35,304,422
Equity compensation plans not approved by security holders (Note 8)
Former National City Corporation Equity-Based Compensation Plans,
including stock options 1,818,244 $684.40
Former Sterling Financial Corporation Stock Option Plan 65,760 $ 71.81
Total not approved by security holders 1,884,004
Total 20,263,220 35,304,422
N/A – not applicable
The PNC Financial Services Group, Inc. – Form 10-K 213