PNC Bank 2015 Annual Report Download - page 241

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 2016 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 2016 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, 2015 is included in a table (with introductory
paragraph and notes) under the caption “Approval of 2016
Incentive Award Plan (Item 3)” in our Proxy Statement to be
filed for the 2016 annual meeting of shareholders and is
incorporated herein by reference. Included in the notes to that
table, and incorporated herein by reference, 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 13 Stock Based Compensation Plans in the Notes To
the Consolidated Financial Statements in Item 8 of this
Report.
ITEM 13 – CERTAIN RELATIONSHIPS AND
RELATED TRANSACTIONS, AND
DIRECTOR INDEPENDENCE
The information required by this item is included under the
captions “Director and Executive Officer Relationships –
Director independence, – Transactions with directors, –
Family relationships, and – Indemnification and advancement
of costs” and “Related Person Transactions” in our Proxy
Statement to be filed for the 2016 annual meeting of
shareholders and is incorporated herein by reference.
ITEM 14 – PRINCIPAL ACCOUNTING FEES
AND SERVICES
The information required by this item is included under the
caption “Ratification of Independent Registered Public
Accounting Firm (Item 2) – Audit, audit-related and permitted
non-audit fees, – Procedures for pre-approving audit services,
audit-related services and permitted non-audit services” in our
Proxy Statement to be filed for the 2016 annual meeting of
shareholders and is incorporated herein by reference.
PART IV
ITEM 15 – EXHIBITS, FINANCIAL
STATEMENT SCHEDULES
F
INANCIAL S TATEMENTS ,F INANCIAL
S TATEMENT S CHEDULES
Our consolidated financial statements required in response to
this Item are incorporated by reference from Item 8 of this
Report.
Audited consolidated financial statements of BlackRock, Inc.
as of December 31, 2015 and 2014 and for each of the three
years in the period ended December 31, 2015 are filed with
this Report as Exhibit 99.1 and incorporated herein by
reference.
E XHIBITS
Our exhibits listed on the Exhibit Index on pages E-1 through
E-8 of this Form 10-K are filed with this Report or are
incorporated herein by reference.
The PNC Financial Services Group, Inc. – Form 10-K 223