PNC shareholders approve 2026 equity incentive plan and elect 13 directors
At its April 22, 2026 annual meeting, PNC shareholders approved the 2026 Omnibus Equity Incentive Plan, which authorizes 28,000,000 shares plus any unissued shares under the 2016 Incentive Award Plan. Shareholders also elected all 13 director nominees, ratified PricewaterhouseCoopers LLP as auditor for 2026, and approved executive pay on an advisory basis, so the plan now sets the terms for equity awards to employees, directors and other service providers.
Key points
- Equity plan approved: 307,379,237 votes for (96.64%) and 10,693,136 against
- Plan authorizes 28,000,000 shares, plus unissued shares under the 2016 plan as of April 22, 2026
- Advisory vote on named executive officer pay approved with 93.56% of votes cast in favor
- All 13 director nominees elected; lowest support was Andrew T. Feldstein at 94.30%
The filing
Written by AI (Anthropic Claude, claude-haiku-5-5) on Nov 8, 2026, 1:21 AM ET, from the text of the filing and its press-release exhibits only. Written later: this filing was briefed after the fact, when past filings were added to the site, so the brief may be read with hindsight; the filing itself is the record of what was known on April 24, 2026.
Briefs are written by AI from the filing text (each brief's own page names the model) and can contain mistakes — open the filing before acting on anything. Impact (1-5) and tone are the model's reading of the filing for shareholders, not a price forecast. Not investment advice.