PNC FINANCIAL SERVICES GROUP, INC. : Amendments to the articles of association or regulations; Change of fiscal year, financial statements and supporting documents (Form 8-K)

Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change of fiscal year.

Effective February 10, 2022the Board of Directors (“Board”) of PNC Financial Services Group, Inc. (“PNC”) has adopted the Amended and Restated Bylaws (the “Amended and Restated Bylaws”) of PNC. The changes are summarized below:

a.Article II was amended to:
i.Move annual meeting date from fourth Tuesday of April to fourth Wednesday of
April.
ii.Clarify provisions related to shareholder participation in meetings by
electronic means.
b.Article III was amended to:
i.Reduce the maximum Board size from 36 to 25.
ii.Clarify procedure to elect Chair and Vice Chairs of Board.
iii.Clarify director term of office language.
iv.Clarify and define notice and waiver provisions for meetings of the Board.
v.Clarify director expense reimbursement policy.
c.Article IV was amended to:
i.Update definitions of officers.
ii.Define officer tenure.
d.Article V was amended to:
i.Update Board committee membership requirements to be consistent with committee
charters.
ii.Require that Board committee charters contain membership requirements.
iii.Provide for appointment of special committee members if needed.
e.Article VI was amended to:
i.Update provisions related to electronic execution of stock certificates if
shares are certificated.
ii.Clarify requirements of transfer agent with respect to uncertificated shares.
f.Article VII was amended to update indemnification provisions.
g.Article IX regarding exercise of authority during emergencies was removed and
replaced with emergency bylaws provisions.
h.Article X regarding charitable contributions was removed.

In addition, the amended and updated regulations eliminate certain terms that were no longer applicable and make other departmental and compliant changes.

The above summary of Amended and Restated Articles is qualified in its entirety by reference to, and should be read in conjunction with, the Amended and Restated Articles filed as Exhibit 3.1 to this Current Report on Form 8-K and incorporated herein by reference. In addition, a marked copy of the Amended and Restated Articles showing all changes made to PNC’s prior articles is filed as Exhibit 3.2 to this Report on Form 8-K.

Item 9.01 Financial statements and supporting documents.

(d) Exhibits.

Number       Description                                       Method of Filing

3.1            Amended and Restated Bylaws of The PNC          Filed herewith
             Financial Services Group, Inc. effective February
             10, 2022.

3.2            Marked copy of Amended and Restated Bylaws of   Filed herewith
             The PNC Financial Services Group, Inc. effective
             February 10, 2022.

104          The cover page of this Current Report on Form
             8-K, formatted in Inline XBRL.













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Stephen V. Lee