Management and Governance: Ownership and control, board structure and firm’s interactions with the markets (Some of the data needed for this analysis can be obtained from the proxy reports via Edgar: Get details and info from the form DEF 14A. Please cover this in 6-7 pages
PNCDEF14A.pdf
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DEF 14A 1 lpnc_def14a.htm THE PNC FINANCIAL SERVICES GROUP, INC. – DEF 14A UNITED STATES
SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549
SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No._)
Filed by the Registrant Filed by a Party other than the Registrant
Check the appropriate box: Preliminary Proxy Statement
CONFIDENTIAL, FOR USE OF THE COMMISSION ONLY (AS PERMITTED BY RULE 14A-6(e)(2))
Definitive Proxy Statement
Definitive Additional Materials
Soliciting Material Pursuant to §.240.14a-12
THE PNC FINANCIAL SERVICES GROUP, INC.
(Name of Registrant as Specified In Its Charter) (Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box): No fee required.
Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
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Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.
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3/14/24, 9:05 PM THE PNC FINANCIAL SERVICES GROUP, INC. – DEF 14A
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Dear Shareholder We invite you to attend PNC’s 2013 Annual Meeting of Shareholders on Tuesday, April 23, 2013.
The meeting will be held in Pittsburgh, Pennsylvania at the August Wilson Center for African American Culture, 980 Liberty Avenue, beginning at 11:00 a.m., Eastern time. We will consider the matters described in this proxy statement and also review significant developments since last year’s meeting of shareholders.
We are again making our proxy materials available to you electronically. We hope that this continues to offer you convenience while allowing us to reduce the number of copies that we print.
The proxy statement contains important information and you should read it carefully. Even if you plan to attend the meeting in person, we strongly encourage you to designate the proxies named on the proxy card to vote your shares. If you will not be there in person, you will be able to listen to the meeting by webcast or conference call. Please see the notice that follows for more information.
We look forward to your participation and thank you for your support of PNC.
March 14, 2013 Sincerely,
James E. Rohr Chairman and Chief Executive Officer
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PARTICIPATE IN THE FUTURE OF PNC, CAST YOUR VOTE RIGHT AWAY Your vote is important to us and we want your shares to be represented at the annual meeting. Please cast your vote right away on the proposals listed below.
Under NYSE rules, if you hold your shares through a broker, bank, or other nominee, and you do not provide any voting instructions, your broker can only vote on your behalf for matters that are considered “discretionary”. The only discretionary matter on this year’s ballot is the ratification of our auditor selection. If a matter is not discretionary and you do not provide voting instructions, your vote will not be counted.
Proposals requiring your vote
More
information Board
recommendation Discretionary
matter? Abstentions
Votes required
for approval
PROPOSAL 1 Election of 16 nominated directors Page 11 FOR each nominee No
Do not count Majority of shares cast
PROPOSAL 2 Ratification of independent registered public accounting firm for 2013
Page 77 FOR Yes
PROPOSAL 3 Advisory approval of the compensation of PNC’s named executive officers (say-on-pay)
Page 80 FOR No
PROPOSAL 4 Shareholder proposal, if properly presented Page 82 AGAINST No
Vote right away
Please read this Proxy Statement with care and vote right away. We offer a number of ways for you to vote your shares. We include voting instructions in the Notice of Availability of Proxy Materials and the proxy card. If you hold shares through a broker, bank, or other nominee (“street name”), you will receive information on how to give voting instructions to your broker or bank. For registered holders, we offer the following methods to vote your shares and give us your proxy:
Web Telephone Mail
www.envisionreports.com/PNC Follow the instructions on the proxy card. Complete, sign and date the proxy card and return it in the envelope provided.
Attend our 2013 Annual Meeting of Shareholders
Directions to attend the annual meeting are available at www.pnc.com/annualmeeting
11:00 a.m. on Tuesday, April 23, 2013 August Wilson Center for African American Culture
980 Liberty Avenue Pittsburgh, Pennsylvania 15222
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Proxy Summary To assist you in reviewing the proposals to be acted upon, we have included a summary of certain information. This summary does not contain all of the information that you should consider, and you should should review our Annual Report on Form 10-K and the entire proxy statement before you vote.
You may also read our proxy statement at www.pnc.com/proxystatement.
Who can vote (page 85) You must be a shareholder of record as of January 31, 2013 to vote at the annual meeting.
How to cast your vote (page 86) We offer our shareholders a number of ways to vote, including by Internet, telephone, or mail. A shareholder of record may always vote in person by submitting a ballot at the annual meeting.
Voting matters Item 1: Election of directors (page 11)
• The proxy statement contains important information about the experience, qualifications, attributes, and skills of the 16 nominees to our Board of Directors. Our Board’s Nominating and Governance Committee performs an annual assessment to confirm that your directors continue to have the skills and experience to serve PNC, and that our Board and its committees continue to be effective in the oversight of management.
• Our Board recommends that you vote FOR all 16 director nominees.
Item 2: Ratification of auditors (page 77)
• Each year, our Board’s Audit Committee selects PNC’s independent registered public accounting firm. For 2013, the Audit Committee selected PricewaterhouseCoopers LLP (PwC) to fulfill this role.
• Our Board recommends that you vote FOR the ratification of the Audit Committee’s selection of PwC as our independent registered public accounting firm for 2013.
Item 3: “Say-on-pay” (page 80)
• We ask shareholders to cast a non-binding advisory vote on our executive compensation program – known generally as the “say-on-pay” vote. We have offered a say-on-pay vote since 2009, and our shareholders confirmed their preference for annual votes in 2011. Last year, 96% of the votes cast by our shareholders supported our executive compensation program, and PNC has averaged 96% support for say-on-pay over the past four years.
• We recommend that you read the CD&A (beginning on page 34), which explains how and why our Board’s Personnel and Compensation Committee made executive compensation decisions for 2012.
• Our Board recommends that you vote FOR the non-binding advisory vote on executive compensation (say-on-pay).
Item 4: Shareholder proposal (page 82)
• You will also be asked to consider a shareholder proposal described in this proxy statement. The proposal asks PNC to report to shareholders on our assessment of greenhouse gas emissions resulting from our lending portfolio and our exposure to climate change risk in lending, investing and financing activities.
• Our Board recommends that you vote AGAINST the shareholder proposal.
PNC performance highlights (page 36) • In 2012, we performed well in a highly challenging environment and continued to grow customers, revenues, loans, and deposits.
• We further strengthened our balance sheet and remained a core-funded bank.
• We continued to make strategic investments to grow PNC’s franchise for sustainable long-term growth.
• We successfully integrated RBC Bank (USA), giving us access to the southeastern United States, a highly desirable market.
• While the current environment remains challenging, with low interest rates and slow economic growth, we recognize that we operate in a cyclical business and have made strategic investments and used capital to grow our franchise for the long-term.
• We managed risk throughout the enterprise, with improving credit quality.
• We have entered the Basel parallel run process and are well-positioned to achieve regulatory capital goals.
• We increased our dividend again in 2012 and generated a positive total shareholder return for the year.
• We earned record employee engagement scores and we were recognized as a Gallup Great Workplace winner.
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PNC compensation (page 34) At the beginning of 2012, our Board’s Personnel and Compensation Committee set total compensation targets for our NEOs, which included a base salary and an incentive compensation target.
• See page 40 for a diagram of our compensation process.
The Committee determined a corporate performance factor, expressed as a percentage of the total incentive compensation targets for executives. This percentage reflected an evaluation of measurable performance metrics, both absolute and relative, as well as an assessment of management’s performance against strategic goals and other key considerations.
Based on a review of PNC’s performance for 2012, the Committee established a corporate performance factor of 90%.
• See pages 41-44 for a discussion of performance and the corporate performance factor.
The Committee also made a one-time adjustment to each NEO to offset a change in our long-term incentive program, that will reduce the compensation opportunity if PNC performs well in the future. (See pages 43-44 for more information on this.)
NEO
Incentive compensation
target
Incentive compensation
awarded (excluding
one-time adjustment)
One-time adjustment for reduction
to incentive performance unit
grant
Total incentive compensation
awarded
Form of total incentive compensation awarded
Cash Equity James E. Rohr $ 6,500,000 $ 6,098,000 $ 330,000 $ 6,428,000 0% 100% Richard J. Johnson $ 2,500,000 $ 2,400,000 $ 107,300 $ 2,507,300 40% 60% William S. Demchak $ 6,000,000 $ 5,400,000 $ 289,600 $ 5,689,600 32% 68% Joseph C. Guyaux $ 2,480,000 $ 2,480,000 $ 110,800 $ 2,590,800 38% 62% Michael P. Lyons $ 4,800,000 $ 4,320,000 $ 236,000 $ 4,556,000 0% 100% E. William Parsley, III $ 5,000,000 $ 4,800,000 $ 89,400 $ 4,889,400 14% 86%
For purposes of this chart, we calculated the CEO performance year compensation on an annualized basis, by adding the base salary for each of the three years, and the incentive compensation amounts awarded for performance during that year.
For each year of the three-year period, as shown in the Summary compensation table on page 53, we added the amounts included in the “Salary” and “Non-Equity Incentive Plan Compensation” columns for that year to the amount included in the “Stock Awards” column for the following year. For 2010 and 2011, the amounts include the grant date fair value of the incentive performance units and performance-based restricted share units granted in the first quarter of the following year, including the special performance-based restricted share unit award granted in 2011. For 2012, we used the total incentive compensation awarded amount ($6,428,000) shown in the table above.
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PNC governance (page 17) • You can find out more about our governance policies and principles at www.pnc.com/corporategovernance
• Our Board has a substantial majority of independent directors (14 out of 16), with our only non-independent directors being executive officers of PNC
• Our Board has had a Presiding Director, an independent lead director with specific duties and responsibilities, since 2004
• Our Board meets regularly in executive session, with no members of management present
• In 2012, our Board met 10 times and each of our directors attended at least 75% of the aggregate number of meetings of the Board and the Committees on which he or she served. The average attendance of all directors at Board and Committee meetings was 98%.
– We have four primary board committees:
– Audit Committee
– Personnel and Compensation Committee (Compensation)
– Nominating and Governance Committee (Governance)
– Risk Committee
Board nominees (page 12) Name Age Director since Independent Primary Committee Memberships Richard O. Berndt 70 2007 Audit; Risk
Charles E. Bunch 63 2007 Compensation; Governance
Paul W. Chellgren 70 1995 Audit (Chair); Compensation
William S. Demchak 50 2013
Kay Coles James 63 2006 Risk
Richard B. Kelson 66 2002 Audit; Compensation
Bruce C. Lindsay 71 1995 Audit; Risk
Anthony A. Massaro 68 2002 Governance; Risk
Jane G. Pepper 67 1997 Risk
James E. Rohr 64 1990 Risk
Donald J. Shepard 66 2007 Audit; Risk (Chair)
Lorene K. Steffes 67 2000 Risk
Dennis F. Strigl 66 2001 Compensation (Chair); Governance
Thomas J. Usher* 70 1992 Compensation; Governance (Chair)
George H. Walls, Jr. 70 2006 Audit; Risk
Helge H. Wehmeier 70 1992 Governance
* Presiding Director
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Table of Contents
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS 10 ELECTION OF DIRECTORS (ITEM 1) 11 CORPORATE GOVERNANCE 17 Our Board leadership structure 17 Communicating with our Board 19 Our code of ethics 19 Board committees 19 Board meetings in 2012 27 DIRECTOR AND EXECUTIVE OFFICER RELATIONSHIPS 27 Director independence 27 Transactions with directors 29 Related person transactions policies and procedures 30 Family relationships 31 Indemnification and advancement of costs 31 Section 16(a) beneficial ownership reporting compliance 31 DIRECTOR COMPENSATION 32 Director compensation in 2012 33 COMPENSATION DISCUSSION AND ANALYSIS 34 Introduction 34 Table of contents 34 Significant compensation decisions 35 PNC performance during 2012 36 Compensation philosophy and principles 38 Compensation program—summary 39 Compensation program—decisions 41 Compensation policies and practices 47 COMPENSATION COMMITTEE REPORT 50 COMPENSATION AND RISK 51 Risk management at PNC 51 Compensation and risk 51 Risk review of compensation plans 52
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COMPENSATION TABLES 53 Summary compensation table 53 Grants of plan-based awards in 2012 55 Outstanding equity awards at 2012 fiscal year-end 57 Option exercises and stock vested in fiscal 2012 62 Pension benefits at 2012 fiscal year-end 63 Non-qualified deferred compensation in fiscal 2012 65 CHANGE IN CONTROL AND TERMINATION OF EMPLOYMENT 69 Benefits upon termination of employment 69 Change in control agreements 69 Equity-based grants 70 Existing plans and arrangements 72 Estimated benefits upon termination 72 SECURITY OWNERSHIP OF DIRECTORS AND EXECUTIVE OFFICERS 75 Security ownership of directors and executive officers 75 Security ownership of certain beneficial owners 76 RATIFICATION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM (ITEM 2) 77 Audit and non-audit fees 77 Procedures for pre-approving audit and permitted non-audit services 78 Report of the audit committee 79 “SAY-ON-PAY”: ADVISORY VOTE ON EXECUTIVE COMPENSATION (ITEM 3) 80 What is the purpose of this item? 80 What does it mean to have a “say-on-pay” advisory vote? 80 Where can I find more information on executive compensation? 80 What are some of the performance and compensation program highlights for 2012? 81 SHAREHOLDER PROPOSAL (ITEM 4) 82 Supporting statement 82 Statement by the board of directors in opposition to the proposal 83 GENERAL INFORMATION 84 Attending the annual meeting 84 Reviewing proxy materials 84 Voting your shares 85 How a proposal gets approved 87 SHAREHOLDER PROPOSALS FOR THE 2014 ANNUAL MEETING 88 OTHER MATTERS 88 ANNEX A (NON-GAAP FINANCIAL MEASURES) 89
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Notice of Annual Meeting of Shareholders
Tuesday, April 23, 2013 11:00 a.m. (Eastern time) August Wilson Center for African American Culture, 980 Liberty Avenue, Pittsburgh, PA 15222
WEBCAST A webcast of our annual meeting will be available at www.pnc.com/annualmeeting. An archive of the webcast will be available on our website for thirty days.
CONFERENCE CALL You may access the conference call of the annual meeting by calling 877-272-3498 or 303-223-4382 (international). A telephone replay will be available for one week by calling 800-633-8284 or 402-977- 9140 (international), conference ID 21650519.
ITEMS OF BUSINESS 1. Electing as directors the 16 nominees named in the proxy statement that follows, to serve until the next annual meeting and until their successors are
elected and qualified;
2. Ratifying the Audit Committee’s selection of PricewaterhouseCoopers LLP as PNC’s independent registered public accounting firm for 2013;
3. An advisory vote to approve named executive officer compensation;
4. Considering a shareholder proposal regarding a report on greenhouse gas emissions of borrowers and exposure to climate change risk, if properly presented before the meeting; and
5. Such other business as may properly come before the meeting.
RECORD DATE Shareholders of record at the close of business on January 31, 2013 are entitled to receive notice of and to vote at the meeting and any adjournment.
MATERIALS TO REVIEW We began providing access to this proxy statement and a form of proxy card on March 14, 2013. We have made our proxy materials available electronically. Certain shareholders will receive a notice explaining how to access our proxy materials and vote. Other shareholders will receive a paper copy of this proxy statement and a proxy card.
PROXY VOTING Even if you plan to attend the annual meeting in person, we encourage you to cast your vote over the Internet, or by telephone or mail if you have a proxy card. This Notice of Annual Meeting and Proxy Statement and our 2012 Annual Report are available at www.envisionreports.com/PNC.
March 14, 2013 By Order of the Board of Directors,
George P. Long, III Chief Governance Counsel and Corporate Secretary
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ELECTION OF DIRECTORS (ITEM 1) Our Board of Directors determines the number of directors to nominate for election. Our by-laws contemplate a Board that ranges in size from five to 36 directors. For this annual meeting, our Board fixed the number of directors to be elected at 16.
Each of the 16 nominees currently serves on our Board. Beginning on page 12, we include the following information for each nominee:
• their names and ages
• the years they first became directors of PNC
• their principal occupations and public company directorships over the past five years
• a brief discussion of the specific experience, qualifications, attributes or skills that led to our Board’s conclusion that the person should serve as a director, in light of our business and structure
The directors will serve for one year, unless they leave the Board early. We do not stagger our elections – the entire Board will be considered for re-election at the 2013 meeting. If elected, the nominee will hold office until the next annual meeting of our shareholders, and until the election and qualification of their successors.
Each nominee consents to being named in this proxy statement and to serve if elected. Our Board has no reason to believe that any nominee will be unavailable or unable to serve as a director.
In addition to information on the background and qualifications of each director, this proxy statement contains other important information related to your evaluation of our nominees. We discuss:
• our Board’s leadership structure
• how our Board operates
• relationships between PNC and our directors
• how we evaluate director independence
• how we pay our directors
See the following sections for more details on these topics:
• Corporate Governance (page 17)
• Primary Board Committees (page 19)
• Director and Executive Officer Relationships (page 27)
• Director Compensation (page 32)
• Security Ownership of Directors and Executive Officers (page 75)
Your proxy, unless you direct otherwise, will be voted FOR all of the nominees named on pages 12 to 16. See page 87 regarding the vote required for election of the nominees as directors.
The Board of Directors recommends a vote FOR each of the nominees listed on pages 12 to 16.
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Richard O. Berndt Age 70
Director Since 2007
Experience, Qualifications, Attributes, or Skills
Mr. Berndt is the Managing Partner of Gallagher Evelius & Jones LLP, a law firm based in Baltimore, Maryland.
Mr. Berndt received an undergraduate degree from Villanova University, a law degree from the University of Maryland School of Law, and a master’s degree from Johns Hopkins University.
Mr. Berndt joined our Board following PNC’s acquisition of Mercantile Bankshares Corporation. He joined the Mercantile Board of Directors in 1978.
Our Board values Mr. Berndt’s prior experience on the board of a public company in the banking business. In addition, his involvement in the Baltimore community provides insights into this market for PNC. Mr. Berndt’s background also gives him an understanding of legal issues, although he does not serve us in a legal capacity and neither he nor his firm provides legal advice to PNC.
PNC Board Committee Memberships
Audit Committee
Risk Committee
Special Compliance Committee (Chairman)
Public Company Directorships
Municipal Mortgage & Equity, LLC (until 2010)
Mercantile Bankshares Corporation (until 2007)
Charles E. Bunch Age 63
Director Since 2007
Experience, Qualifications, Attributes, or Skills
Mr. Bunch is the Chairman and Chief Executive Officer of PPG Industries, Inc., a Pittsburgh-based global supplier of paints, coatings, optical products, specialty materials, chemicals, glass and fiber glass.
Mr. Bunch received an undergraduate degree from Georgetown University and a master’s degree in business administration from Harvard University.
Mr. Bunch’s service as a public company CEO, his extensive management and finance experience and his involvement in the Pittsburgh community add significant value to our Board. In addition, Mr. Bunch brings regulatory and banking industry experience to our Board as he formerly served as a Director and the Chairman of the Federal Reserve Bank of Cleveland, our principal banking regulator.
PNC Board Committee Memberships
Nominating and Governance Committee
Personnel and Compensation Committee
Public Company Directorships
H.J. Heinz Company
PPG Industries, Inc.
Paul W. Chellgren Age 70
Director Since 1995
Experience, Qualifications, Attributes, or Skills
Mr. Chellgren is an Operating Partner with Snow Phipps Group, LLC, a New York City-based private equity firm. In 2002, he retired as the Chairman and Chief Executive Officer of Ashland, Inc., a provider of specialty chemical products, services and solutions, headquartered in Covington, Kentucky. He also served as the Chief Financial Officer of Ashland.
Mr. Chellgren received an undergraduate degree from the University of Kentucky, a master’s degree in business administration from Harvard University, and a diploma in Developmental Economics from Oxford University.
Mr. Chellgren’s service as a public company CFO and his designation as an “audit committee financial expert” assist the Board in its oversight of financial and accounting issues. This financial background provides strong leadership of our Audit Committee, which he chairs. Our Board also values his extensive executive management experience, including as a CEO of a public com
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