UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM N-PX
ANNUAL REPORT OF PROXY VOTING RECORD OF REGISTERED MANAGEMENT INVESTMENT COMPANY
Investment Company Act file number: 811-01612
Prudential Variable Contract Account - 2
(Exact name of registrant as specified in charter)
655 Broad Street
6th Floor
Newark, NJ 07102
(Address of principal executive offices) (Zip code)
Patrick McGuinness, Esquire
655 Broad Street
6th Floor
Newark, NJ 07102
(Name and address of agent for service)
Registrant’s telephone number, including area code: 973-716-6422
Date of fiscal year end: December 31
Date of reporting period: 7/1/2022 through 6/30/2023
Item 1. Proxy Voting Record.
In determining votes against management, any ballot that management did not make a recommendation is considered to be "FOR" regardless of the vote cast. Any "Abstain" vote cast is considered as voted, and to be against the management recommendation.
******************************* FORM N-Px REPORT *******************************
ICA File Number: 811-01612
Reporting Period: 07/01/2022 - 06/30/2023
The Prudential Variable Contract Account-2
================= VCA-2 - Subadviser: Jennison Associates LLC ==================
ATLASSIAN CORPORATION PLC
Ticker: TEAM Security ID: G06242111
Meeting Date: AUG 22, 2022 Meeting Type: Special
Record Date: JUN 24, 2022
# Proposal Mgt Rec Vote Cast Sponsor
1 Effect Scheme of Arrangement For For Management
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ATLASSIAN CORPORATION PLC
Ticker: TEAM Security ID: G06242104
Meeting Date: AUG 22, 2022 Meeting Type: Special
Record Date: JUN 24, 2022
# Proposal Mgt Rec Vote Cast Sponsor
1 Approve Scheme of Arrangement For For Management
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CENTENE CORP.
Ticker: CNC Security ID: 15135B101
Meeting Date: SEP 27, 2022 Meeting Type: Special
Record Date: AUG 10, 2022
# Proposal Mgt Rec Vote Cast Sponsor
1 Repeal of Classified Board For For Management
2 Permit Shareholders to Call Special For For Management
Meetings
3 Permit Shareholders to Act by Written For For Management
Consent
4 Right to Adjourn Meeting For For Management
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CISCO SYSTEMS, INC.
Ticker: CSCO Security ID: 17275R102
Meeting Date: DEC 08, 2022 Meeting Type: Annual
Record Date: OCT 10, 2022
# Proposal Mgt Rec Vote Cast Sponsor
1 Elect M. Michele Burns For For Management
2 Elect Wesley G. Bush For For Management
3 Elect Michael D. Capellas For For Management
4 Elect Mark S. Garrett For For Management
5 Elect John D. Harris II For For Management
6 Elect Kristina M. Johnson For For Management
7 Elect Roderick C. McGeary For For Management
8 Elect Sarah Rae Murphy For For Management
9 Elect Charles H. Robbins For For Management
10 Elect Brenton L. Saunders For For Management
11 Elect Lisa T. Su For For Management
12 Elect Marianna Tessel For For Management
13 Advisory Vote on Executive Compensation For For Management
14 Ratification of Auditor For For Management
15 Shareholder Proposal Regarding Report Against For Shareholder
on Tax Transparency
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COSTCO WHOLESALE CORP
Ticker: COST Security ID: 22160K105
Meeting Date: JAN 19, 2023 Meeting Type: Annual
Record Date: NOV 11, 2022
# Proposal Mgt Rec Vote Cast Sponsor
1 Elect Susan L. Decker For For Management
2 Elect Kenneth D. Denman For For Management
3 Elect Richard A. Galanti For For Management
4 Elect Hamilton E. James For For Management
5 Elect W. Craig Jelinek For For Management
6 Elect Sally Jewell For For Management
7 Elect Charles T. Munger For For Management
8 Elect Jeffrey S. Raikes For For Management
9 Elect John W. Stanton For For Management
10 Elect Ron M. Vachris For For Management
11 Elect Mary Agnes Wilderotter For For Management
12 Ratification of Auditor For For Management
13 Advisory Vote on Executive Compensation For For Management
14 Frequency of Advisory Vote on 1 Year 1 Year Management
Executive Compensation
15 Shareholder Proposal Regarding Report Against Against Shareholder
On Risks From State Policies
Restricting Reproductive Health Care
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DEERE & CO.
Ticker: DE Security ID: 244199105
Meeting Date: FEB 22, 2023 Meeting Type: Annual
Record Date: DEC 27, 2022
# Proposal Mgt Rec Vote Cast Sponsor
1 Elect Leanne G. Caret For For Management
2 Elect Tamra A. Erwin For For Management
3 Elect Alan C. Heuberger For For Management
4 Elect Charles O. Holliday, Jr. For For Management
5 Elect Michael O. Johanns For For Management
6 Elect Clayton M. Jones For For Management
7 Elect John C. May For For Management
8 Elect Gregory R. Page For For Management
9 Elect Sherry M. Smith For For Management
10 Elect Dmitri L. Stockton For For Management
11 Elect Sheila G. Talton For For Management
12 Advisory Vote on Executive Compensation For For Management
13 Frequency of Advisory Vote on 1 Year 1 Year Management
Executive Compensation
14 Ratification of Auditor For For Management
15 Shareholder Proposal Regarding Against Abstain Shareholder
Severance Approval Policy
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ESTEE LAUDER COS., INC.
Ticker: EL Security ID: 518439104
Meeting Date: NOV 18, 2022 Meeting Type: Annual
Record Date: SEP 19, 2022
# Proposal Mgt Rec Vote Cast Sponsor
1 Elect Ronald S. Lauder For For Management
2 Elect William P. Lauder For For Management
3 Elect Richard D. Parsons For For Management
4 Elect Lynn Forester de Rothschild For For Management
5 Elect Jennifer Tejada For Withhold Management
6 Elect Richard F. Zannino For For Management
7 Ratification of Auditor For For Management
8 Advisory Vote on Executive Compensation For Against Management
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LAM RESEARCH CORP.
Ticker: LRCX Security ID: 512807108
Meeting Date: NOV 08, 2022 Meeting Type: Annual
Record Date: SEP 09, 2022
# Proposal Mgt Rec Vote Cast Sponsor
1 Elect Sohail U. Ahmed For For Management
2 Elect Timothy M. Archer For For Management
3 Elect Eric K. Brandt For For Management
4 Elect Michael R. Cannon For For Management
5 Elect Bethany J. Mayer For For Management
6 Elect Jyoti K. Mehra For For Management
7 Elect Abhijit Y. Talwalkar For For Management
8 Elect Rick Lih-Shyng TSAI For For Management
9 Elect Leslie F. Varon For For Management
10 Advisory Vote on Executive Compensation For For Management
11 Ratification of Auditor For For Management
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LINDE PLC
Ticker: LIN Security ID: G5494J103
Meeting Date: JUL 25, 2022 Meeting Type: Annual
Record Date: APR 28, 2022
# Proposal Mgt Rec Vote Cast Sponsor
1 Elect Stephen F. Angel For For Management
2 Elect Sanjiv Lamba For For Management
3 Elect Ann-Kristin Achleitner For For Management
4 Elect Thomas Enders For For Management
5 Elect Edward G. Galante For For Management
6 Elect Joe Kaeser For For Management
7 Elect Victoria Ossadnik For For Management
8 Elect Martin H. Richenhagen For For Management
9 Elect Alberto Weisser For For Management
10 Elect Robert L. Wood For For Management
11 Ratification of Auditor For For Management
12 Authority to Set Auditor's Fees For For Management
13 Advisory Vote on Executive Compensation For Against Management
14 Remuneration Report For For Management
15 Determination of Price Range for For For Management
Re-allotment of Treasury Shares
16 Shareholder Proposal Regarding Simple Against For Shareholder
Majority Vote
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LINDE PLC
Ticker: LIN Security ID: G5494J103
Meeting Date: JAN 18, 2023 Meeting Type: Special
Record Date: DEC 09, 2022
# Proposal Mgt Rec Vote Cast Sponsor
1 Approval of Scheme of Arrangement For For Management
2 Amendments to Articles For For Management
3 Dissolution Merger For For Management
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LINDE PLC
Ticker: LIN Security ID: G5494J111
Meeting Date: JAN 18, 2023 Meeting Type: Special
Record Date: DEC 09, 2022
# Proposal Mgt Rec Vote Cast Sponsor
1 Approval of Scheme of Arrangement For For Management
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MICROSOFT CORPORATION
Ticker: MSFT Security ID: 594918104
Meeting Date: DEC 13, 2022 Meeting Type: Annual
Record Date: OCT 12, 2022
# Proposal Mgt Rec Vote Cast Sponsor
1 Elect Reid G. Hoffman For For Management
2 Elect Hugh F. Johnston For For Management
3 Elect Teri L. List For For Management
4 Elect Satya Nadella For For Management
5 Elect Sandra E. Peterson For For Management
6 Elect Penny S. Pritzker For For Management
7 Elect Carlos A. Rodriguez For For Management
8 Elect Charles W. Scharf For For Management
9 Elect John W. Stanton For For Management
10 Elect John W. Thompson For For Management
11 Elect Emma N. Walmsley For For Management
12 Elect Padmasree Warrior For For Management
13 Advisory Vote on Executive Compensation For For Management
14 Ratification of Auditor For For Management
15 Shareholder Proposal Regarding Cost Against Against Shareholder
Benefit Analysis of Global Diversity
and Inclusion Efforts
16 Shareholder Proposal Regarding Report Against Against Shareholder
on Hiring Practices
17 Shareholder Proposal Regarding Against Against Shareholder
Managing Climate Risk in Employee
Retirement Options
18 Shareholder Proposal Regarding Report Against Against Shareholder
on Government Use of Technology
19 Shareholder Proposal Regarding Risks Against Against Shareholder
of Developing Military Weapons
20 Shareholder Proposal Regarding Report Against For Shareholder
on Tax Transparency
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NIKE, INC.
Ticker: NKE Security ID: 654106103
Meeting Date: SEP 09, 2022 Meeting Type: Annual
Record Date: JUL 08, 2022
# Proposal Mgt Rec Vote Cast Sponsor
1 Elect Alan B. Graf, Jr. For For Management
2 Elect Peter B. Henry For For Management
3 Elect Michelle A. Peluso For For Management
4 Advisory Vote on Executive Compensation For For Management
5 Ratification of Auditor For For Management
6 Amendment to the Employee Stock For For Management
Purchase Plan
7 Shareholder Proposal Regarding Policy Against Against Shareholder
to Pause Sourcing of Raw Materials
from China
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PROCTER & GAMBLE CO.
Ticker: PG Security ID: 742718109
Meeting Date: OCT 11, 2022 Meeting Type: Annual
Record Date: AUG 12, 2022
# Proposal Mgt Rec Vote Cast Sponsor
1 Elect B. Marc Allen For For Management
2 Elect Angela F. Braly For For Management
3 Elect Amy L. Chang For For Management
4 Elect Joseph Jimenez For For Management
5 Elect Christopher Kempczinski For For Management
6 Elect Debra L. Lee For For Management
7 Elect Terry J. Lundgren For For Management
8 Elect Christine M. McCarthy For For Management
9 Elect Jon R. Moeller For For Management
10 Elect Rajesh Subramaniam For For Management
11 Elect Patricia A. Woertz For For Management
12 Ratification of Auditor For For Management
13 Advisory Vote on Executive Compensation For For Management
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SNOWFLAKE INC
Ticker: SNOW Security ID: 833445109
Meeting Date: JUL 07, 2022 Meeting Type: Annual
Record Date: MAY 13, 2022
# Proposal Mgt Rec Vote Cast Sponsor
1 Elect Kelly A. Kramer For For Management
2 Elect Frank Slootman For For Management
3 Elect Michael L. Speiser For For Management
4 Frequency of Advisory Vote on 1 Year 1 Year Management
Executive Compensation
5 Ratification of Auditor For For Management
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TESLA INC
Ticker: TSLA Security ID: 88160R101
Meeting Date: AUG 04, 2022 Meeting Type: Annual
Record Date: JUN 06, 2022
# Proposal Mgt Rec Vote Cast Sponsor
1 Elect Ira Ehrenpreis For For Management
2 Elect Kathleen Wilson-Thompson For For Management
3 Reduce Director Terms from Three Years For For Management
to Two Years
4 Elimination of Supermajority For For Management
Requirement
5 Increase in Authorized Common Stock For For Management
6 Ratification of Auditor For For Management
7 Shareholder Proposal Regarding Proxy Against Against Shareholder
Access
8 Shareholder Proposal Regarding Report Against Against Shareholder
on Effectiveness of Workplace Sexual
Harassment and Discrimination Policies
9 Shareholder Proposal Regarding Board Against Against Shareholder
Diversity Aligned with Customer Base
and Regional Operations
10 Shareholder Proposal Regarding Report Against Against Shareholder
on The Impact of Mandatory Arbitration
Policies
11 Shareholder Proposal Regarding Against Against Shareholder
Lobbying Activity Alignment with the
Paris Agreement
12 Shareholder Proposal Regarding Policy Against Against Shareholder
on Freedom of Association
13 Shareholder Proposal Regarding Report Against Against Shareholder
on Ending Child Labor
14 Shareholder Proposal Regarding Water Against Against Shareholder
Risk Exposure
========== END NPX REPORT
SIGNATURES
Pursuant to the requirements of the Investment Company Act of 1940, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
The Prudential Variable Contract Account - 2
By: Stuart S. Parker*
Stuart S. Parker, President
* By: /s/ Patrick McGuinness
Attorney-in-Fact
Date: August 22, 2023
POWER OF ATTORNEY
for the PGIM Open End Fund Complex
The undersigned, directors/trustees and/or officers of each of the registered investment companies listed in Appendix A hereto, hereby authorize Andrew French, Claudia DiGiacomo, Melissa Gonzalez, Patrick McGuinness and Debra Rubano or any of them, as attorney-in-fact, to sign on his or her behalf in the capacities indicated (and not in such person’s personal individual capacity for personal financial or estate planning), the Registration Statement on Form N-1A, filed for such registered investment company or any amendment thereto (including any pre-effective or post-effective amendments) and any and all supplements or other instruments in connection therewith, including Form N-PX, Forms 3, 4 and 5 for or on behalf of each registered investment company listed in Appendix A or any current or future series thereof, and to file the same, with all exhibits thereto, with the Securities and Exchange Commission.
This Power of Attorney may be executed in multiple counterparts, each of which shall be deemed an original, but which taken together shall constitute one instrument.
/s/ Ellen S. Alberding | /s/ Laurie Simon Hodrick |
Ellen S. Alberding | Laurie Simon Hodrick |
|
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/s/ Kevin J. Bannon | /s/ Christian J. Kelly |
Kevin J. Bannon | Christian J. Kelly |
|
|
/s/ Scott E. Benjamin | /s/ Stuart S. Parker |
Scott E. Benjamin | Stuart S. Parker |
|
|
/s/ Linda W. Bynoe | /s/ Brian K. Reid |
Linda W. Bynoe | Brian K. Reid |
|
|
/s/ Barry H. Evans | /s/ Russ Shupak |
Barry H. Evans | Russ Shupak |
|
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/s/ Keith F. Hartstein | /s/ Grace C. Torres |
Keith F. Hartstein | Grace C. Torres |
Dated: March 30, 2023
APPENDIX A
Prudential Government Money Market Fund, Inc.
The Prudential Investment Portfolios, Inc.
Prudential Investment Portfolios 2
Prudential Investment Portfolios 3
Prudential Investment Portfolios Inc. 14
Prudential Investment Portfolios 4
Prudential Investment Portfolios 5
Prudential Investment Portfolios 6
Prudential National Muni Fund, Inc.
Prudential Jennison Blend Fund, Inc.
Prudential Jennison Mid-Cap Growth Fund, Inc.
Prudential Investment Portfolios 7
Prudential Investment Portfolios 8
Prudential Jennison Small Company Fund, Inc.
Prudential Investment Portfolios 9
Prudential World Fund, Inc.
Prudential Investment Portfolios, Inc. 10
Prudential Jennison Natural Resources Fund, Inc.
Prudential Global Total Return Fund, Inc.
Ms. Alberding does not serve as a Trustee of the PGIM Short Duration High Yield Opportunities Fund.
Ms. Bynoe and Ms. Hodrick do not serve as Directors of PGIM High Yield Bond Fund, Inc. and PGIM Global High Yield Fund, Inc. or as Trustees of PGIM Short Duration High Yield Opportunities Fund.