UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): May 9, 2023
PRUDENTIAL FINANCIAL, INC.
(Exact name of registrant as specified in its charter)
| New Jersey | 001-16707 | 22-3703799 | ||
(State or other jurisdiction of incorporation) | (Commission File Number) | (I.R.S. Employer Identification Number) |
751 Broad Street
Newark, NJ 07102
(Address of principal executive offices and zip code)
(973) 802-6000
(Registrant’s telephone number, including area code)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:
Title of Each Class | Trading | Name of Each Exchange | ||
| Common Stock, Par Value $.01 | PRU | New York Stock Exchange | ||
| 5.950% Junior Subordinated Notes | PRH | New York Stock Exchange | ||
| 5.625% Junior Subordinated Notes | PRS | New York Stock Exchange | ||
| 4.125% Junior Subordinated Notes | PFH | New York Stock Exchange |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
| Item 5.07 | Submission of Matters to a Vote of Security Holders |
The Annual Meeting of Shareholders of Prudential Financial, Inc. (the “Company”) was held on May 9, 2023. Shareholders voted as follows on the matters presented for a vote.
1. The nominees for election to the Board of Directors were elected, each for a one-year term, based upon the following votes:
Nominee | For | Against | Abstain | Broker Non-Votes | ||||||||||||
Gilbert F. Casellas | 195,763,773 | 16,091,646 | 1,518,929 | 49,620,087 | ||||||||||||
Robert M. Falzon | 204,071,828 | 7,906,849 | 1,395,671 | 49,620,087 | ||||||||||||
Martina Hund-Mejean | 200,864,836 | 10,959,028 | 1,550,484 | 49,620,087 | ||||||||||||
Wendy E. Jones | 208,273,129 | 3,619,404 | 1,481,815 | 49,620,087 | ||||||||||||
Charles F. Lowrey | 196,377,755 | 15,314,314 | 1,682,279 | 49,620,087 | ||||||||||||
Sandra Pianalto | 207,906,215 | 4,036,216 | 1,431,917 | 49,620,087 | ||||||||||||
Christine A. Poon | 198,957,557 | 12,932,631 | 1,484,160 | 49,620,087 | ||||||||||||
Douglas A. Scovanner | 209,091,358 | 2,670,137 | 1,612,853 | 49,620,087 | ||||||||||||
Michael A. Todman | 205,287,320 | 6,545,014 | 1,542,014 | 49,620,087 | ||||||||||||
2. The proposal to ratify the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm was approved based upon the following votes:
Votes for approval: 250,399,165
Votes against: 11,555,179
Abstentions: 1,040,091
There were no broker non-votes for this item.
3. The proposal to approve, on an advisory basis, the compensation of the Company’s named executive officers was approved based upon the following votes:
Votes for approval: 199,576,841
Votes against: 11,563,462
Abstentions: 2,234,045
Broker non-votes: 49,620,087
4. The shareholders voted, on an advisory basis, to hold future advisory votes to approve the compensation of the Company’s named executive officers as follows:
Every year: 204,329,435
Every two years: 1,807,413
Every three years: 5,400,514
Abstentions: 1,836,986
Broker non-votes: 49,620,087
The Board of Directors of the Company has adopted a policy providing for an annual advisory vote to approve the compensation of the Company’s named executive officers. In light of such policy and considering the strong support for an annual vote as reflected in the above voting results, the Company will hold future advisory votes to approve the compensation of the Company’s named executive officers annually.
5. The shareholder proposal regarding an independent board chairman was not approved based on the following votes:
Votes for approval: 73,860,904
Votes against: 137,444,003
Abstentions: 2,069,441
Broker non-votes: 49,620,987
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Date: May 9, 2023
| PRUDENTIAL FINANCIAL, INC. | ||
| By: | /s/ Margaret M. Foran | |
| Name: | Margaret M. Foran | |
| Title: | Chief Governance Officer, Senior Vice President and Corporate Secretary | |