PNC Bank 2014 Annual Report Download - page 46

DIRECTORS OF THE REGISTRANT
The name, age and principal occupation of each of our
directors as of February 23, 2015 and the year he or she first
became a director is set forth below:
• Richard O. Berndt, 72, Managing Partner of
Gallagher, Evelius & Jones LLP (law firm) (2007)
• Charles E. Bunch, 65, Chairman and Chief Executive
Officer of PPG Industries, Inc. (coatings, sealants
and glass products) (2007)
• Paul W. Chellgren, 72, Operating Partner, Snow
Phipps Group, LLC (private equity) (1995)
• Marjorie Rodgers Cheshire, 46, President and Chief
Operating Officer, A&R Development Corp. (real
estate development company) (2014)
• William S. Demchak, 52, Chairman, Chief Executive
Officer and President of PNC (2013)
• Andrew T. Feldstein, 50, Chief Executive Officer and
Co-Chief Investment Officer of BlueMountain
Capital Management, LLC (asset management firm)
(2013)
• Kay Coles James, 65, President and Founder of The
Gloucester Institute (non-profit) (2006)
• Richard B. Kelson, 68, Chairman, President and
Chief Executive Officer, ServCo LLC (strategic
sourcing, supply chain management) (2002)
• Anthony A. Massaro, 70, Retired Chairman and
Chief Executive Officer of Lincoln Electric
Holdings, Inc. (manufacturer of welding and cutting
products) (2002)
• Jane G. Pepper, 69, Retired President of the
Pennsylvania Horticultural Society (non-profit)
(1997)
• Donald J. Shepard, 68, Retired Chairman of the
Executive Board and Chief Executive Officer of
AEGON N.V. (insurance) (2007)
• Lorene K. Steffes, 69, Independent Business Advisor
(executive, business management and technical
expertise) (2000)
• Dennis F. Strigl, 68, Retired President and Chief
Operating Officer of Verizon Communications Inc.
(telecommunications) (2001)
• Thomas J. Usher, 72, Non-executive Chairman of
Marathon Petroleum Corporation (oil and gas
industry) (1992)
• George H. Walls, Jr., 72, former Chief Deputy
Auditor for the State of North Carolina (2006)
• Helge H. Wehmeier, 72, Retired Vice Chairman of
Bayer Corporation (international life sciences,
polymers and specialty chemicals) (1992)
PART II
ITEM 5 – MARKET FOR REGISTRANT’S
COMMON EQUITY, RELATED
STOCKHOLDER MATTERS AND ISSUER
PURCHASES OF EQUITY SECURITIES
(a) (1) Our common stock is listed on the New York Stock
Exchange and is traded under the symbol “PNC.” At the close
of business on February 18, 2015, there were 69,964 common
shareholders of record.
Holders of PNC common stock are entitled to receive
dividends when declared by the Board of Directors out of
funds legally available for this purpose. Our Board of
Directors may not pay or set apart dividends on the common
stock until dividends for all past dividend periods on any
series of outstanding preferred stock have been paid or
declared and set apart for payment. The Board presently
intends to continue the policy of paying quarterly cash
dividends. The amount of any future dividends will depend on
economic and market conditions, our financial condition and
operating results, and other factors, including contractual
restrictions and applicable government regulations and
policies (such as those relating to the ability of bank and non-
bank subsidiaries to pay dividends to the parent company and
regulatory capital limitations). The amount of our dividend is
also currently subject to the results of the supervisory
assessment of capital adequacy and capital planning processes
undertaken by the Federal Reserve and our primary bank
regulators as part of the 2015 Comprehensive Capital Analysis
and Review (CCAR) process as described in the Supervision
and Regulation section in Item 1 of this Report.
The Federal Reserve has the power to prohibit us from paying
dividends without its approval. For further information
concerning dividend restrictions and other factors that could
limit PNC’s ability to pay dividends, as well as restrictions on
loans, dividends or advances from bank subsidiaries to the
parent company, see the Supervision and Regulation section in
Item 1, Item 1A Risk Factors, the Capital portion of the
Consolidated Balance Sheet Review section, the Liquidity
Risk Management portion of the Risk Management section,
and the Trust Preferred Securities and REIT Preferred
Securities portion of the Off-Balance Sheet Arrangements
And Variable Interest Entities section in Item 7, and Note 12
Capital Securities of a Subsidiary Trust and Perpetual Trust
Securities and Note 20 Regulatory Matters in the Notes To
Consolidated Financial Statements in Item 8 of this Report,
which we include here by reference.
We include here by reference additional information relating
to PNC common stock under the Common Stock Prices/
Dividends Declared section in the Statistical Information
(Unaudited) section of Item 8 of this Report.
We include here by reference the information regarding our
compensation plans under which PNC equity securities are
authorized for issuance as of December 31, 2014 in the table
(with introductory paragraph and notes) that appears in
Item 12 of this Report.
28 The PNC Financial Services Group, Inc. – Form 10-K