PNC Bank 2013 Annual Report Download - page 249

Information regarding our compensation plans under which PNC equity securities are authorized for issuance as of December 31,
2013 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 16 Stock-Based Compensation Plans in the Notes To Consolidated Financial Statements in Item 8 of this
Report.
Equity Compensation Plan Information
At December 31, 2013
(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 1,752,183 $ 62.86
2006 Incentive Award Plan (Note 2 and Note 3)
Stock Options 8,571,349 $ 56.41 22,589,842
Incentive Performance Unit Awards (Note 4) 604,619 N/A
Stock-Payable Restricted Stock Units (Note 5) 2,429,256 N/A
1996 Executive Incentive Award Plan
Incentive Awards N/A (Note 6)
Employee Stock Purchase Plan (Note 7) 1,177,560
Total approved by security holders 13,357,407 25,712,719
Equity compensation plans not approved by security holders (Note 8)
Former National City Corporation Equity-Based Compensation Plans, including
stock options 1,818,244 $662.28
Former Sterling Financial Corporation Stock Option Plan 30,392 $ 76.99
Total not approved by security holders 1,848,636
Total 15,206,043 25,712,719
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 2 below), no further grants were
permitted under the 1997 Long-Term Incentive Award Plan,
other than for the exercise of options still subject to a reload
feature. As of December 31, 2013, the number of remaining
shares reserved under this plan for that purpose was
1,945,317.
Note 2 – 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
stock options and stock appreciation rights (“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.
Shares available for issuance under this plan are also reduced
by the number of any shares used in payment of bonuses
under the 1996 Executive Incentive Award Plan. During 2013,
PNC paid a portion of annual bonuses under the 1996
Executive Incentive Award Plan for the 2012 performance
year in the form of 53,270 shares of restricted stock. These
shares were issued under the 1996 Executive Incentive Award
Plan. PNC has, however, reduced the number of shares
available for issuance under the 2006 Incentive Award Plan
(as reflected in the number under column (c) for that plan) by
this number.
The plan was most recently amended and restated
incorporating amendments adopted by the Board and
approved by PNC’s shareholders at the 2011 annual meeting
of shareholders, effective as of March 11, 2011. These
amendments incorporate, among other things, an increase to
the overall limit on the number of shares that may be awarded
under the plan to 46,000,000, and a new requirement that each
award of a share (other than pursuant to a stock option or
The PNC Financial Services Group, Inc. – Form 10-K 231