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    SEC Form 8-K filed by Prudential Financial Inc.

    5/13/25 5:13:04 PM ET
    $PRU
    Life Insurance
    Finance
    Get the next $PRU alert in real time by email
    8-K
    PRUDENTIAL FINANCIAL INC false 0001137774 0001137774 2025-05-13 2025-05-13 0001137774 us-gaap:CommonStockMember 2025-05-13 2025-05-13 0001137774 pru:A5950JuniorSubordinatedNotesMember 2025-05-13 2025-05-13 0001137774 pru:A5625JuniorSubordinatedNotesMember 2025-05-13 2025-05-13 0001137774 pru:A4125JuniorSubordinatedNotesMember 2025-05-13 2025-05-13
     
     

    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
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