8-K

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 13, 2025

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 Symbol(s)	Name of Each Exchange on Which Registered
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 13, 2025. 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		192,557,349		15,418,543		1,195,614		48,093,555
Carmine Di Sibio		206,800,403		1,210,667		1,160,436		48,093,555
Martina Hund-Mejean		194,871,209		13,216,303		1,083,994		48,093,555
Wendy E. Jones		203,264,597		4,698,505		1,208,404		48,093,555
Charles F. Lowrey		193,754,013		14,066,161		1,351,332		48,093,555
Sandra Pianalto		204,055,901		3,897,043		1,218,562		48,093,555
Christine A. Poon		195,549,362		12,543,938		1,078,206		48,093,555
Andrew Sullivan		203,856,712		4,201,164		1,113,630		48,093,555
Michael A. Todman		199,167,116		8,839,986		1,164,404		48,093,555

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: 239,113,054

Votes against: 17,311,829

Abstentions: 840,178

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: 189,280,808

Votes against: 18,019,167

Abstentions: 1,871,531

Broker non-votes: 48,093,555

4. The shareholder proposal regarding an independent board chairman was not approved based on the following votes:

Votes for approval: 73,749,437

Votes against: 133,569,178

Abstentions: 1,852,891

Broker non-votes: 48,093,555

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 13, 2025


PRUDENTIAL FINANCIAL, INC.

By:		/s/ Brian P. Spitser
Name:		Brian P. Spitser
Title:		Vice President and Assistant Secretary

SEC Form 8-K filed by Prudential Financial Inc.