The PNC Financial Services Group, Inc. (PNC)
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AGM 2019

Apr 23, 2019

William S. Demchak
Chairman, CEO, and President, PNC Financial Services Group

Bill Demchak, the Chairman, Chief Executive Officer, and President of PNC Financial Services Group. I will be presiding as the chairman of the 2019 annual meeting of shareholders. I now call the meeting to order. On behalf of our board of directors and management team, I welcome all of you in the room, also all of those listening via the webcast or teleconference. This meeting will be conducted in accordance with the regulations for conduct, which were included as Annex B to our proxy statement. As indicated in our proxy statement, by attending this meeting, you agree to abide by the regulations for conduct. As a reminder, no cameras, mobile phones, laptops, tablets, or recording equipment are permitted in the meeting room. To ask a question or make a comment, please raise your hand and wait to be recognized by me. A microphone will be brought to you.

I ask that you respect others who are speaking. Please don't speak out of turn or interfere when another speaker has the floor. After you have spoken, I will respond personally or designate another person to respond. You should have received a copy of the agenda and the regulations for conduct today. If you did not receive an agenda, please raise your hand and an attendant will give one to you. I'm seeing none. We have three management proposals on the agenda for this meeting. You'll have time to ask questions or make comments about the proposals after they are introduced. During the formal business of the meeting, your questions or comments must pertain to an agenda item. After we adjourn the meeting, we will hold a general question and answer session to discuss matters not on the agenda but appropriate for discussion.

I would like at this time to introduce our director nominees who are present, as well as our management executive committee members. Would you please stand? Thank you. I'd also like to introduce the representatives present from PricewaterhouseCoopers LLP, our independent registered public accounting firm. Would you please stand? Thanks, guys. You will have the opportunity to ask questions of the PwC representatives during the general question and answer session. With me on the platform today is Greg Jordan, our General Counsel, and Alicia Powell, our Corporate Secretary. Alicia will serve as the secretary of this meeting. I will now ask Alicia to present the secretary's report.

Alicia G. Powell
Corporate Secretary, PNC Financial Services Group

Mr. Chairman, I present an affidavit from Computershare Trust Company, N.A., PNC's transfer agent. The affidavit states that the notice of internet availability of proxy materials was mailed to certain shareholders on March 12, 2019, the day they were given access to our proxy materials. Certain other shareholders were mailed paper copies or received electronic delivery of these proxy materials, including the notice of annual meeting beginning on March 12, 2019. The materials were distributed to shareholders of record as of February 1, 2019. The board of directors appointed Computershare as the judge of election for this meeting. The judge of election keeps a certified listing of all shareholders of record. On behalf of Computershare, Shirley Nasralla is here to supervise the voting. She has delivered her oath of office to me. Ms. Nasralla, will you please stand? Thank you.

The affidavit, notice, and oath will be filed with the records of this meeting. The judge of election has certified that at the beginning of this meeting, there were present in person or by proxy 412,071,545 votes, or 90.95% of the total voting power. Therefore, a quorum is present. Copies of the minutes from the 2018 annual meeting of shareholders are available from me upon request. I'd also like to remind those attending the meeting that, as reflected on this slide, our materials and information in the investor relations section of our website, pnc.com, include cautionary statements regarding forward-looking and non-GAAP financial information, and I urge you to read those cautionary statements. Mr. Chairman, this concludes my report.

William S. Demchak
Chairman, CEO, and President, PNC Financial Services Group

Thank you, Alicia. Based on your report, I find that proper notice has been given and a quorum is present. Therefore, this meeting has been properly convened. The purpose of this meeting is to consider and act upon three management proposals. They are the election of 13 nominated directors, the ratification of the audit committee's selection of PricewaterhouseCoopers LLP as PNC's independent registered public accounting firm for 2019, and the advisory approval of the compensation of PNC's named executive officers. I will now ask for a single motion to introduce these proposals. May I have such a motion?

Bing Han
Shareholder

Mr. Chairman, my name is Bing Han. I'm a shareholder. I so move.

William S. Demchak
Chairman, CEO, and President, PNC Financial Services Group

May I have a second to this motion?

Nathan Herring
Shareholder

Mr. Chairman, my name is Nathan Herring. I'm a shareholder, and I second the motion.

William S. Demchak
Chairman, CEO, and President, PNC Financial Services Group

Thank you. I declare that these proposals have been properly introduced and moved, and I now open the floor to any discussion or questions related to these proposals. If you have a question unrelated to these proposals, you will have an opportunity to ask it during the general Q&A session that will follow the adjournment of the formal meeting. Any questions on these proposals? Thank you. All proposals are now formally before the meeting, and I declare the polls to be open. If anybody needs a ballot, please raise your hand. If you've already voted and do not intend to change your vote today, you do not need a ballot. Does anybody need a ballot?

Nathan Herring
Shareholder

Okay. Yep.

William S. Demchak
Chairman, CEO, and President, PNC Financial Services Group

Please make sure that you've signed and fully completed your ballot before handing it in. Once you've completed the ballot, raise your hand so that one of our representatives can collect it. Then once our representative collects the ballots and gets them to the judge of election, the polls will close. Did we get all the ballots from the auditorium? We did. Thank you. Okay. I declare the polls to be closed. While the votes are being tabulated, I'd like to provide a few comments about our company. In December, we marked 10 years since PNC's acquisition of National City Corporation. As you can see from the slide here, we accomplished a lot in those 10 years. We expanded the reach of our franchise, we added customers, and we grew our business. Our industry is changing.

Trust has become the most important criteria when consumers choose a financial partner. Trust not only in the fair value exchange that should be at the heart of any business relationship, but also that their bank is doing everything that it should to protect their information and their assets. The quality of our people in the branch and our care centers and wherever our customers engage with us continues to be a differentiator, but we're also working hard and fast to deliver high-quality digital experience as customers increasingly demand that virtually everything they can do at a branch, and more, be possible online and in the palms of their hands. We've been investing heavily over the years to build a technological infrastructure capable of supporting not only the company we've become, but also our growth for the foreseeable future.

Now we're leveraging our improved capabilities as our tech spend shifts from infrastructure to more customer-facing innovation. Looking at the company's performance, 2018 was a successful year for PNC, with net income of $5.3 billion, or $10.71 per diluted common share. We achieved record total revenue of $17.1 billion. Net interest income of $9.7 billion was also a record, increasing 7% year-over-year. Net interest margin continued to expand, and we grew our fee businesses across the franchise, contributing to higher non-interest income. We also grew both loans and deposits. In 2018, we returned $4.4 billion in capital to our shareholders, with 19.9 million shares repurchased for $2.8 billion and $1.6 billion paid in common stock dividends. We raised the quarterly dividend on our common stock from $0.75 per share to $0.95 per share in the third quarter.

Since 2014, we've returned more than $16 billion in capital via dividends and share repurchases. As you can see here, at 11%, our five-year total return to shareholders significantly outpaced both the S&P 500 and our peer banks. Short term, it would be pretty easy to keep doing what we have been doing. PNC currently has a best-in-class corporate and institutional banking business serving corporate clients with revenue over $50 million. We have an excellent retail banking business that serves the needs of more than eight million customers. Our wealth management business is highly profitable, with substantial growth opportunities based on referrals through our other lines of business. The world is changing around us, and as the expectations of our customers evolve, our opportunities are expanding.

Our corporate and institutional banking business is growing nationally as we build corporate relationships across the country and continue to expand our middle-market corporate banking franchise to new markets. Our retail banking business, on the other hand, is primarily focused in the eastern part of the country, where our branch and ATM network is concentrated. As we look to the future, we are asking and answering critical questions about how we are going to provide stable funding for the sustainable growth of our business. In simple form, we are growing our loans on a national basis today in CIB, and our current platform in retail is basically trying to fund them with a regional platform. We're focusing our efforts now and our investment dollars are winning in the digital age, where technology itself brings additional scale, and where PNC's focus on ease, simplicity, trust, and fairness is widely embraced.

We're building on these principles, culture, and strategy that have made us successful, and we are leveraging technology to expand our retail presence with the 2018 rollout of our national retail digital strategy. Late last year, we began using digital channels to market a high-yield savings account to new customers outside of our existing retail branch network. Though early, our results are exceeding our expectations, and we are pleased that a number of our new customers are quickly expanding their relationships with us to include a full Virtual Wallet relationship. Importantly, these new deposit accounts that this effort is generating are overwhelmingly with customers who are completely new to PNC and in diverse geographies, as the map on this slide shows.

We're supporting this national effort with a limited retail presence in select markets, recognizing that even primarily digital customers want access to a location they can visit on occasion. Our physical retail presence in the new markets nationally is going to look very different from traditional bank expansions as we leverage the lessons we've learned over the last 10 years about evolving customer preferences and our ability to serve customers in markets with a limited branch presence. Over time, we believe this strategy offers us an opportunity to expand retail banking to the half of the country we don't currently serve, with a more efficient and less costly model than traditional expansion through either acquisition or significant branch openings.

Before we move on with the business of the meeting, I wanted to offer some comments on the first quarter of this year, and then I'd like to share just a few thoughts on the year ahead and why I hope you're all as proud as I am of your investment in PNC. As you know, earlier this month, we announced first quarter 2019 results, and for the quarter, we reported net income of $1.3 billion, or $2.61 per diluted common share. Year-over-year, we grew net income. Compared with the fourth quarter of 2018, net interest income was stable despite two fewer days in the quarter, and our net interest margin actually expanded while we kept expenses flat. We saw solid loan growth and overall credit quality remain strong. Additionally, we grew capital, providing us with flexibility into the future.

As 2019 unfolds, we remain confident about the strength of the economy and the opportunities to drive growth, efficiency, and value over the long term. I'm excited about the opportunities in front of us and the growth that is possible if we continue to execute and focus on doing what is best for our customers, our shareholders, our employees, and our communities. On that note, as I think about our various constituencies, let me just share a few final thoughts on why we do what we do. Our Main Street bank philosophy is built on the idea that we do best when our communities, employees, customers, and shareholders all prosper. We're committed to delivering the best possible banking experience, but we also believe that our company should serve a greater purpose.

I'm very happy to share the news that PNC recently received an outstanding Community Reinvestment Act rating from the OCC. It's the highest possible rating and one that we're proud to have earned for every exam period since the inception of CRA back in 1977. In 2018 alone, PNC provided more than $3.2 billion in financing that benefited low and moderate income families and communities, including more than $2.3 billion in community development loans. The PNC Foundation and PNC Bank provided more than $77 million in charitable giving and sponsorships. We delivered on the promise we made in 2017 to accelerate the implementation of a $15 minimum wage for our employees and continued our work to create a more inclusive environment. We were actually ranked the highest rated bank on Barron's 100 Most Sustainable Companies list for 2019.

Finally, just a few weeks ago, we celebrated the 15th anniversary of PNC Grow Up Great, our signature philanthropic program focused on early childhood education. As part of that celebration, we extended our commitment to Grow Up Great, which is now a $500 million initiative. Since its inception, Grow Up Great has improved the quality of early childhood education and access to early education programs for more than five million children across the markets where we operate. It's helping to provide these children with the best chance at success in school and life. Thank you all for your investment in PNC and for your support of all we're doing to serve our communities, our customers, employees, and your fellow shareholders. Now, I'd like to call upon the secretary for the preliminary results of our voting.

Alicia G. Powell
Corporate Secretary, PNC Financial Services Group

The Judge of Election has provided a preliminary report to me which certifies that a majority of the votes cast were for the election of all 13 director nominees, for the ratification of the selection of PricewaterhouseCoopers, and for the advisory approval of the compensation of PNC's named executive officers. I will file the preliminary report with the records of this meeting. The final vote tally will be disclosed on a Form 8-K that PNC will file with the SEC.

William S. Demchak
Chairman, CEO, and President, PNC Financial Services Group

Thank you, Alicia. Subject to certification of the final voting results by the Judge of Election, I declare that the shareholders have approved the three proposals introduced by management. This concludes the formal business of the meeting. I declare the annual meeting to be adjourned. I would now like to open the floor to questions from our shareholders. Someone has microphones here.

Tim Chesley
Representative, Carpenters Union Pension Fund

Thank you. Good morning.

William S. Demchak
Chairman, CEO, and President, PNC Financial Services Group

Good morning.

Tim Chesley
Representative, Carpenters Union Pension Fund

Good morning, Mr. Chairman. My name is Tim Chesley, and I'm a representative of the Carpenters Union Pension Fund that holds shares in PNC Financial Services. The Carpenters' pension funds collectively have assets of $60 billion, and they are long-term holders of 512,000 shares of PNC Financial Services common stock. We commend the board and the management team for a solid long-term financial and stock price performance record achieved in an ethical manner that considers the contributions of important corporate constituents, so thank you. Mr. Chairman, a topic that has received growing interest in the business press and at leading business schools is the growth in the size of the ownership interests held by mutual funds, particularly passive index funds. Some have been even expressed with anti-competitive concerns related to the growing concentration of stock holdings by a limited number of investors.

BlackRock, Vanguard, and along with others, each own in excess of 5% of the company's outstanding shares. The proxy statement disclosure clearly outlines the ownership interests and transactions with and between PNC and BlackRock. Could you speak to the issue of this growing concentration of institutional investor ownership generally and its impact or potential impact on corporate governance? Specifically, might the increase in concentration promote a longer-term strategic environment for boards? Thank you.

William S. Demchak
Chairman, CEO, and President, PNC Financial Services Group

Thank you for your question. I guess I will start by acknowledging our ownership stake in BlackRock and my involvement as a member of the BlackRock board. Then I can answer your question as an individual, not necessarily representing a stance of the company. As it relates to BlackRock and the topic of governance around index funds, what I see sitting on their board, is they take their responsibilities very seriously in the way that they vote their shares, whether they are held in an index fund or in an otherwise benchmarked fund. They have an entirely separate governance organization inside of their company. They engage actively with management. They engage with us as the management of this company.

I actually don't see any difference in their behavior, nor do I see difference in Vanguard's behavior, as an aside, and their responsibilities as shareholders in voting their shares and helping to steer the governance and strategic direction of the shares they hold in their portfolios. Having said all of that, so that's sort of practical experience and what I see. The popular debate is somehow that concentrations of these shares inside of massive index funds will cause less differentiation amongst companies and will put less pressure on boards in terms of their oversight of companies, if that's where you were going with the last part of your question. I don't know how that plays out across the other large companies in this country.

I would tell you, at PNC, our board is actively engaged in doing the right thing for our constituencies independent, and long before we would see pressure from shareholders. We're actively engaged in our shareholders. We take their views into account in everything that we do. It's almost a foreign notion to me that our board wouldn't be aggressively pushing the management of this company to do the right thing, independent of who owns our stock. It's a fair question. It will be part of the public debate for the next long bit of time, I suspect. My suspicion through time is we will see institutional investors stand up to their responsibilities of corporate governance, whether the shares are held in index funds or independently. Thank you for your question.

Tim Chesley
Representative, Carpenters Union Pension Fund

Thank you.

William S. Demchak
Chairman, CEO, and President, PNC Financial Services Group

Yeah.

Speaker 6

Good morning, everyone, and Mr. Demchak in particular. I would like to say this remarkable building, as a green building, a sign of the commitment that PNC has to sustainability. I'm hoping you'll take under consideration the issue of PNC's investment of $600 million in the production of nuclear weapons. On April 11th, The Wall Street Journal published an op-ed entitled "The Threat of Nuclear War Is Still With Us," written by three former officials, George Shultz, the Secretary of State, William J. Perry, the Defense Secretary, and Sam Nunn, Chair of the Senate Armed Services Committee.

These men have intimate knowledge of war and weapons. They quote said, "The U.S. and its allies in Russia are caught in a dangerous policy paralysis that could lead, most likely by mistake or miscalculation, to a military confrontation and potentially the use of nuclear weapons for the first time in 74 years." Weeks ago, the first generation of new bombs, the most dangerous ever built, rolled off the assembly line in Texas. They're less destructive, but for that reason, they're much more of a threat since they're designed not to deter, but to be used. Last year, the Bulletin of the Atomic Scientists moved their Doomsday Clock up to two minutes before midnight. The U.S. plans to spend through 2028, $494 billion on nuclear weapons, according to the Congressional Budget Office.

Clean up of radioactive waste, which is one of the most hazardous substances in the world, according to the Government Accountability Office, will cost $541 billion. Given these needs our nation has for healthcare, education, infrastructure, I must ask, why does a bank that serves the public make such risky investments in companies whose products endanger the planet and the people?

Speaker 7

I hope you'll continue your commitment to sustainability by considering a move of your money to productive and forward-looking investments. Thank you.

William S. Demchak
Chairman, CEO, and President, PNC Financial Services Group

Thank you for your question. I appreciate your concern. A couple of things. The first is we are most definitely going to continue our commitment to sustainability. It's a very important part of the culture inside of our company. As it relates to our financing of companies who have some involvement in nuclear production, whether it's the technology, whether it's for power or for weapons, our total exposure in that area is actually less than $300 million. We went through this last year, and I recognize you see a report that has a larger number, but I assure you it's smaller than that. Notwithstanding that, whether it's $300 million or $600 million, it's still a small portion of what we do, and those loans are to companies that have broad-based activities, many of those activities beneficial to a sustainable economy.

We are faced, as a company, with choices, not always clear choices, in representing the interests of our employees, our shareholders, our clients, and our communities. We take that responsibility seriously. As we said last year to this very question, in the instance of these companies and our small financings with them, we are comfortable where we stand today. Separate from that, we do, across our entire portfolio, continually screen for outsized risks with respect to climate change, with respect to carbon, with respect to reputational risks, and many other things. This would fall inside of it. Given how small an exposure it is to companies that are reputable and involved in a wide variety of things, we're comfortable with where we are today, and it won't change. Thank you for your question. Do we have another question?

Speaker 7

Thank you. In view of your remarks and my friend's remarks, I'm going to revise what I say and not be repetitive. I want to thank you for your investment in Grow Up Great in the amount of $500 million, a remarkable initiative. In contrast, as we've just heard, you're spending somewhere between $300 million and $600 million with the makers of nuclear weapons. My understanding is that you have made available a much larger amount to companies who deal in deadly weapons through underwriting and financial managers. Investing in both children and nuclear weapons that rain down death brings to mind that motto of the 1960s, "War is not healthy for children or other living creatures." We all know war is the business of those companies. Weapons need to be used, replenished, updated. We have 7,000 nuclear weapons. Surely, there is no need for more.

As my friend mentioned about the Bulletin of the Atomic Scientists and the Doomsday Clock, they also said they believe that we are in immediate danger of destroying ourselves from two sources, nuclear annihilation and climate change. We, each one of us, those who make up the bank, we're the ones that can change things. We are the change that we've been waiting for. Thank you.

William S. Demchak
Chairman, CEO, and President, PNC Financial Services Group

Fair comment. Are there other questions? Oops. One up in the back.

Speaker 8

Thank you for these comments, and thank you for recognizing me, Chairman Demchak. I would just like to add to this conversation that perhaps if PNC values their investments in these companies, specifically Jacobs Engineering, General Dynamics, BWX Technologies, AECOM. These companies do amazing things, I'm sure. That's why PNC has invested in them. Perhaps they could send a message to those companies saying perhaps they should get out of nuclear weapons technology. These companies do things like nuclear laboratory production as well as the production of missiles. They can do other things. I think PNC is a great company, but they can recognize their power in the market to influence what their investments do. I would consider that as well as a solution. Thank you.

William S. Demchak
Chairman, CEO, and President, PNC Financial Services Group

Thank you for your comment. One thing I'm not sure if you're aware of or not, but we're actually, I think, 94th or 95th on the list of financial institutions that provide capital to these companies. Your comment on ability to influence outcomes, I'm not sure that we have that ability. With respect to this broad topic, as we said last year, advice if you're trying to make progress on this, it's going to have to come through our government. It isn't going to come through financial institutions, and it isn't going to come through a financial institution that's 95th on the list of people providing capital to these companies. Are there other questions not pertaining to financing of these particular companies?

Speaker 9

Thank you, Mr. Demchak. Shareholder. Maybe something this is a little bit closer to your own checkbooks. PNC is one of the institutions that I use here in the city. Something I noticed in the last six to maybe 18 months, when I used to swipe my debit card, I'd immediately get a text. It was a feeling of security. If I was to ever lose it, I could tell you that it was still here or still there. I've been having real trouble being able to actually get that feature back. I don't know if it was cut, but I know with the demand, I think it's something that should be here because, for myself at least, it is a sense of security.

William S. Demchak
Chairman, CEO, and President, PNC Financial Services Group

Good feature. It's still out there. The only thing I could think is that maybe in a refresh of reloading your app or something on your online banking, you just need to go in and actually check the box that says you want text alerts with your mobile phone. I don't know. It could've been an update or something, but it's definitely still out there. I get it all the time. I actually get it all the time my son swipes his card, which means it's going all the time. Yeah. I would turn it back on. It absolutely works, and it is a great feature. Thank you for your comment. We have one question over here.

Speaker 10

Are you aware of the following situation, which applies to all those companies and maybe more, at least in principle? There is a mechanism on many of these weapons called dial-a-yield, which means that you can dial up or down a particular range of yield for the weapon that may be more or less appropriate, or at least perceived more or less appropriate for a given situation, if you will, addressing a city versus a small, hard target. What happens when you dial the yield down is that you still have the same fissile material involved or further on, but there is a fissile material needed to get the weapon going, and you have to have that around to get a critical explosion going, whether it be, for example, highly enriched uranium or plutonium.

When you cut that yield down, that means that less of that material participates in the actual energetic event, but it still gets dispersed and can be transformed into something radioactive, so that means that it can impact people even well after the event if it is used. For an example, this goes way back, for example, to Hiroshima, only 1.3% of the material actually participated in the explosion, and we know that there were many fatalities for years after. Some of them were pretty famous. For example, Yoshio Nishina, who was the head of the Japanese program, died several years later. This still continues in the sense that there's really no way to get more than about 20% of the material to participate in a given explosion. We're still.

William S. Demchak
Chairman, CEO, and President, PNC Financial Services Group

If I could just interrupt. First of all, I was not aware of that. Secondly, I don't at all want to seem like I'm indifferent to the horrors of nuclear weapons, because I'm not, certainly as an individual, and I would suggest that the majority of our employees would probably feel the same way. What I am suggesting is that as a financial institution that has to look at broad-based decisions for companies that do multiple things, my job is to look out for the interests of our four constituencies, our communities, our company shareholders, and our employees. What I am suggesting is we are not going to change our financing approach with those companies. It is something that we have talked about. It is something that we look at in terms of the way that we review our portfolio, but we are not going to change it.

With that, are there any other questions unrelated to nuclear financing? Seeing none, thank you. That concludes the annual meeting for today. Thank you all for attending.