PNC Bank 2014 Annual Report Download - page 250

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,” “Compensation
Tables,” and “Change in Control and Termination of Employment” in our Proxy Statement to be filed for the 2015 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 2015 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,
2014 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 14 Stock Based Compensation Plans in the Notes To Consolidated Financial Statements in Item 8 of this
Report.
Equity Compensation Plan Information
At December 31, 2014
(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 524,723 $ 66.56
2006 Incentive Award Plan (Note 2 and Note 3)
Stock Options 6,163,632 $ 55.50 17,997,353
Incentive Performance Unit Awards (Note 4) 596,991 N/A
Stock-Payable Restricted Stock Units (Note 5) 3,773,079 N/A
1996 Executive Incentive Award Plan
Incentive Awards N/A (Note 6)
Employee Stock Purchase Plan (Note 7) 1,019,704
Total approved by security holders 11,058,425 19,017,057
Equity compensation plans not approved by security holders (Note 8)
Former National City Corporation Equity-Based
Compensation Plans, including stock options 1,817,776 $585.23
Former Sterling Financial Corporation Stock Option Plan 12,948 $ 78.56
Total not approved by security holders 1,830,724
Total 12,889,149 19,017,057
N/A – not applicable
232 The PNC Financial Services Group, Inc. – Form 10-K