Hello and welcome to The PNC Financial Services Group's 2026 Annual Meeting of Shareholders. Please note that this webcast is being recorded. It is now my pleasure to turn today's meeting over to Bill Demchak, Chairman and Chief Executive Officer of The PNC Financial Services Group.
Thank you. Good morning, everybody. On behalf of our board of directors and management team, we are pleased that you've joined us this morning for our 2026 Annual Meeting of Shareholders. As Chairman of The PNC Financial Services Group, I will preside as the chair of this meeting. To begin, let me provide an overview of how our meeting will proceed. After calling the meeting to order, I will briefly introduce the other participants in today's meeting. Next, our corporate secretary will provide a report on procedural matters. I'll then introduce the proposals to be acted upon at this meeting. We will pause for any questions regarding those proposals and allow for any voting to be completed. After the polls are closed, our corporate secretary will report on the preliminary voting results, and following that, I'll adjourn the meeting and provide remarks on our 2025 business performance.
Finally, I will use any remaining time to take general questions submitted by shareholders through our virtual meeting portal. I now call this meeting to order. The polls are open, and you may vote through the virtual meeting portal at any time before the polls are closed. The polls will close promptly after we introduce and address any questions related to the proposals to be acted upon at this meeting. If you plan to vote or change your vote during the meeting, please do so as soon as possible. Our director nominees who join the meeting today, we are also joined by the members of our Management Executive Committee. Julie Ferguson of PricewaterhouseCoopers, our independent auditor, is also in attendance. Joining me today on the panel are Mark Wiedman, our President, Laura Long, our General Counsel, Laura Gleason, our Corporate Secretary, and Bryan Gill, the Director of Investor Relations.
This meeting will be conducted in accordance with the regulations for conduct, which are available on the virtual meeting portal. By attending this meeting, you agree to abide by these regulations. Because this is a meeting of our shareholders, only those who entered the meeting as a shareholder using a control number will be permitted to vote and submit questions. Shareholder questions are welcome. To vote or submit questions, please follow the instructions available on the virtual meeting portal. We will only answer questions submitted in writing via the portal when consistent with our regulations for conduct. You can submit questions at any time during the meeting. We will now turn to the formalities that are necessary for our record keeping. Laura Gleason, will you please present the secretary's report?
Thank you, Bill. I have in my possession an affidavit from Broadridge Financial Solutions, PNC's distribution and tabulation agent. The affidavit provides that the proxy materials for this meeting, which include the meeting notice, were distributed to shareholders of record commencing on March 11th, 2026, the day we began providing access to our proxy materials. The record date for determining the shareholders entitled to receive notice of meeting is January 30th, 2026. Janice W. Castillo LLC has been appointed as the Judge of Election for this meeting. The Judge of Election has been furnished with a listing of all shareholders of record. Janice Castillo is supervising the voting, and she has delivered her oath of office to me. 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 via virtual format or by proxy shares of voting stock entitled to cast approximately 357 million votes, or approximately 88.5% of the total voting power. Therefore, a quorum is present. Copies of the minutes of the 2025 Annual Meeting of Shareholders are available from me upon request. I would like to remind those attending the meeting that today's presentation contains forward-looking information and non-GAAP financial information. Cautionary statements about reliance on this information are included in today's presentation, which is also available on our corporate website, pnc.com, under Investor Relations. I urge you to read the cautionary statements regarding such information. This concludes my report.
Thank you, Laura. Based on your report, I confirm that this meeting has been properly convened. The purpose of this meeting is to consider and act upon four proposals. First, the election of 13 directors. Second, the ratification of the audit committee selection of PricewaterhouseCoopers as our independent registered public accounting firm for 2026. Third, advisory approval of the compensation of our named executive officers. Fourth, the approval of The PNC Financial Services Group, Inc. 2026 Omnibus Equity Incentive Plan. I will now ask for a single motion to introduce these proposals. May I have such a motion?
Mr. Chairman, my name is Bryan Gill. I am a shareholder, and I so move.
May I have a second to this motion?
Mr. Chairman, my name is Laura Long. I am a shareholder, and I second the motion.
Thank you. I declare that these proposals have been properly introduced and moved. We will now pause to allow for questions related to these four proposals. Questions unrelated to these proposals will be addressed as appropriate during the general question and answer session following the conclusion of the formal business of this meeting. If multiple questions are submitted on the same topic, we will do our best to summarize them and respond collectively to allow us to address as many questions as possible. We will make every effort to address questions and comments that are consistent with the regulations for conduct. As a reminder for those who intend to vote or change their vote during the meeting, the polls will be closed following the question and answer session regarding the proposals.
Mr. Chairman, no questions related to these proposals have been submitted.
Thanks, Bryan. All proposals are now formally before the meeting, and the polls will close shortly. If you intend to vote or change your vote, please do so now. Shareholders who voted by proxy prior to this meeting do not need to take any further action. Shareholders who have not voted or wish to change their vote may do so now through the virtual meeting portal. We'll pause briefly to allow any final votes to be cast. Thank you. At this time, I declare the polls to be closed, and I'd like to call upon the Corporate Secretary to report the preliminary voting results.
The Judge of Election has provided a preliminary report to me, which confirms that a majority of the votes cast were for the election of all 13 director nominees, for the ratification of the selection of PricewaterhouseCoopers as PNC's independent registered public accounting firm for 2026, for the advisory approval of the compensation of PNC's named executive officers, and for the approval of the PNC Financial Services Group 2026 Omnibus Equity Incentive Plan. I will file the preliminary report with the records of this meeting, and the final vote tally will be disclosed on a Form 8-K that PNC will file with the SEC.
Thank you, Laura. Subject to certification of the final voting results by the Judge of Election, I declare that all four proposals have been approved. This concludes the formal business in the meeting, and the annual meeting is now adjourned. Before we turn to questions, I'd like to take just a couple of minutes to reflect on what was a remarkable year for PNC. Simply put, 2025 was the strongest financial year in our history. In a year marked by volatility and rapid change, our approach remained clear and consistent. We're disciplined about how we invest and innovate, we're steady in how we show up for clients and shareholders, and we are strategic in how we position PNC for long-term growth. We delivered record net interest income, record fee revenue, and record client growth, supported by meaningful investments to strengthen the franchise.
We accelerated our retail expansion with a $2 billion commitment to expanding and refreshing our branch network, extending our reach in key markets across the country. We also announced the acquisition of FirstBank, strengthening our presence in Colorado and Arizona and welcoming a talented group of new colleagues to PNC. At the same time, we continued to advance major technology initiatives, work that is modernizing the client experience and making us a more efficient and more agile organization. Taken together, these investments reflect a simple reality, that is to compete over the long term, banks need to have a meaningful national presence and the ability to serve clients wherever they are. Scale is becoming increasingly important, especially in retail banking. Larger institutions continue to gain share, while smaller banks are relying more heavily on commercial deposits and wholesale funding.
Retail customers and their deposits remain the engine of the banking system. They provide stability, support capital formation, and allow banks to perform through economic cycles. At PNC, the question has never been whether to pursue scale. The question is how to do it in a disciplined way that creates long-term value. For more than 160 years, PNC has built this franchise through multiple economic cycles and regulatory environments. We believe that the opportunities in front of us, growing our client base, expanding in attractive markets, and continuing to invest in our capabilities, represent our path forward. Ultimately, our confidence in the future comes down to our people. I want to thank our colleagues across the company, including our new teammates from FirstBank, for their commitment to our clients and communities. That dedication is what makes PNC successful.
I'd also like to thank our board for their continued guidance and support. Finally, thank you, our shareholders, for your continued trust and confidence in PNC. With that, let's move on to the Q&A session. All right. I will now pause to allow for questions in the remaining time allocated for this meeting. I will respond personally or designate another person to respond to questions we receive that are appropriate for discussion. As a reminder, if you have a question about a matter of concern to you individually and not a general concern to our shareholders, please contact our investor relations team through our website, pnc.com. We've allocated an hour for the meeting, including all questions. We'll address as many of these questions as possible within that framework. I'm going to try to group these questions as I go.
First one, we had a lot of questions on technology investment, on AI, on cyber, and our thoughts on basically are we investing enough to be competitive in the long term? I think the simple answer to that is going back for 15 years, we've had a very aggressive technology investment schedule that has allowed us to create and maintain a modern core backbone for PNC systems. Think data centers, virtual environments, cloud, cybersecurity, cloud native applications, and an increasing portion of our spend focused on client service and client products. You'd see our new online banking, new rewards platform. We're rolling out new mobile that's going to roll out new services for our treasury management clients in corporate and on and on. The new factor in all this, of course, is AI, and the opportunities that AI presents.
Positive opportunities in the form of productivity for our employees, better client service for our clients, but also potentially negative opportunity sets as you've read about potential cyber risk and so forth. You should assume that we are aggressively building defense as AI rolls out and are appropriately cautious about some of the concerns associated with it. We got a bunch of questions on talent management, on attracting employees, on minimum wages and compensation. Specifically a question on, should minimum wage move to $22? Are we paying that? So on and so forth. I guess, I'll just lead off by saying, we hired over 10,000 people last year. We continue to be an employer of choice for a variety of reasons, not just our incoming wage, which isn't quite at $22, but includes with it of course, all of our healthcare.
We still have a defined benefit program, a 401(k) program. We provide free college education through Guild Education, and then quick acceleration through the workforce. We continue to be able to attract, keep, promote, progress people into our company. Of course, that very talent is what allows us to succeed long term. At the end of the day, we're an organization of people, and pulling together a diverse team of qualified people is incredibly important to our success. Question here on whether or not we utilize offshore customer service personnel, and I guess why we do that. In simple form, yes, we do. We operate in multiple different time zones. As you can imagine, different hours. The vast majority of our employees are, of course, onshore, but we augment that with offshore employees where appropriate.
I would say one of the things that's coming out of AI and just the continued automation and client service may change that equation going forward, as we just get more efficient in what we can do with clients and importantly, some of the self-service mechanisms that we'll be allowing or providing for clients as we go forward here. What's this one, Bryan? We got a question on non-sufficient funds fees. Just to be clear, this is a fee that we charged many years ago related to if you swiped a debit card and didn't have funds, there was a small fee associated with swiping the card and not having the funds. We eliminated all those fees back in 2022, which I think was the right thing to do. I hit this one on K-shaped economy and stuff.
Yeah.
What else you got for us, Bryan?
Okay. We did get a couple questions that came in, were submitted during the meeting. First one is, what are PNC's top three priorities for the year ahead?
Clearly the successful integration of FirstBank that's coming up here in a couple of months. Secondly, the broad-based national expansion that we continue to talk about, not just in retail and the build-out of the branches and so forth, but also with our corporate clients, deepening relationships and continuing to grow relationships as we get more presence in some of these large markets. Finally, just the execution of our strategic investment agenda. We are, as we've talked about, investing more money in 2026 than I think we ever had related to technology, branch builds, people, and a variety of other things, and making sure that we're spending that money wisely and executing on our goals.
Okay, that's good. The next question we got says, well, we got a question about our Corporate Equality Index, which we're a little bit confused about what this actually means. Could you please feel free to reach out to the IR team following the meeting, and we'd be happy to discuss. Your next question, how does PNC support its local markets, and how are we deepening presence in those markets?
It's actually a good question. We forever, and we're going to continue, rely on our regional president network that puts decision-makers in the market, or in the markets that we operate. I don't know, Mark, I'm going to put you on the spot here. How many regional presidents do we have?
Fifty-three.
Yeah. Local presence in 53 different markets. We have designated philanthropic budgets in those markets. We continue to invest pretty heavily in just branch build and employee build in markets where we don't yet have the density we want to have long term to succeed. We would like to think that every market we operate in is our hometown. We go to market that way. We want to be part of the community. When the community thrives, we thrive.
Okay. We got a question regarding the FirstBank integration and how it is progressing. How does PNC evaluate opportunities to streamline operations while maintaining a positive employee experience?
Just with regard to FirstBank, it's going incredibly well. An amazing set of people and an amazing organization that we can actually learn from in terms of their dedication to their clients. We are going to do that. Integration's going great. The technical side of it, our data mart and our tech backbone allow this to be a simple exercise. Our technology team gets mad at me, but I'm going to call it a simple exercise. Of course, the more complex exercise is to make sure that we serve and maintain the FirstBank clients. They're incredibly important to us, and that we make the transition for our new teammates as seamless as we can. Sorry, what was the back end of that question?
The back end of the question was, how does PNC evaluate opportunities to streamline operations while maintaining a positive employee experience?
I think that's a question on efficiency and trade-offs between automation and people. In simple form, what we've been able to do for years, and our goal is to continue this, is to grow through any efficiencies that we otherwise might have in productivity. Go back even 10, 15 years ago, I think we had roughly the same number of employees, but we were a third of the size, and productivity allowed us to maintain that employee base and in some cases grow it in growing areas while we grew the size of the company. That would be our intention through time. We think we have that opportunity.
Okay. We got a question. We haven't got this question in quite a few years, but will you consider a stock split?
I think we get that question every year. Short answer is no. It comes up every couple of years, particularly as our share price gets higher. There isn't a financial benefit to doing so. In the end, with everything electronic today, it just doesn't make sense. It used to signal some positive momentum in the company, which we have. Hopefully, you get that, and I don't need to signal it. It's kind of a cosmetic, meaningless gesture to do it.
Okay. We have no additional questions at this time.
Thanks, Bryan. Thank all of you for your questions. Again, if you have any additional questions or your question wasn't answered, please reach out to investor relations through the corporate website. Thank you all for attending, and thank you for your interest in PNC.
The conference has ended. You may disconnect your line.