Current Report Filing (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 12, 2020

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, New Jersey 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
5.75% Junior Subordinated Notes	PJH	New York Stock Exchange
5.70% Junior Subordinated Notes	PRH	New York Stock Exchange
5.625% Junior Subordinated Notes	PRS	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 12, 2020. 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
Thomas J. Baltimore		158,782,491		81,311,527		1,303,027		42,473,295
Gilbert F. Casellas		227,269,600		12,756,232		1,371,213		42,473,295
Robert M. Falzon		232,658,877		7,500,899		1,237,269		42,473,295
Martina Hund-Mejean		238,587,476		1,544,551		1,265,018		42,473,295
Karl J. Krapek		223,828,638		16,188,299		1,380,108		42,473,295
Peter R. Lighte		237,208,228		2,810,077		1,378,740		42,473,295
Charles F. Lowrey		221,900,567		17,137,112		2,359,366		42,473,295
George Paz		238,180,716		1,809,007		1,407,322		42,473,295
Sandra Pianalto		237,711,755		2,437,480		1,247,810		42,473,295
Christine A. Poon		233,030,620		7,103,546		1,262,879		42,473,295
Douglas A. Scovanner		237,543,204		2,447,741		1,406,100		42,473,295
Michael A. Todman		233,485,818		6,520,703		1,390,524		42,473,295

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: 271,093,124

Votes against: 11,767,996

Abstentions: 1,009,233

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: 218,571,891

Votes against: 20,314,417

Abstentions: 2,510,750

Broker non-votes: 42,473,295

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

Votes for approval: 113,227,937

Votes against: 125,912,433

Abstentions: 2,256,688

Broker non-votes: 42,473,295

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, 2020


Prudential Financial, Inc.

By:		/s/ Margaret M. Foran
Name:		Margaret M. Foran
Title:		Chief Governance Officer, Senior Vice President and Corporate Secretary