PRUDENTIAL FINANCIAL INC false 0001137774 0001137774 2023-02-14 2023-02-14 0001137774 us-gaap:CommonStockMember 2023-02-14 2023-02-14 0001137774 pru:A5950JuniorSubordinatedNotesMember 2023-02-14 2023-02-14 0001137774 pru:A5625JuniorSubordinatedNotesMember 2023-02-14 2023-02-14 0001137774 pru:A4125JuniorSubordinatedNotesMember 2023-02-14 2023-02-14

 

 

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): February 14, 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, 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
5.950% 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 5.02

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

Departure from the Board of Directors

On February 14, 2023, Thomas J. Baltimore, a member of the Board of Directors (the “Board”) of Prudential Financial, Inc. (the “Company”), notified the Board that he will resign from the Board effective March 14, 2023, at which time he will have served on the Board for almost 15 years. Mr. Baltimore’s resignation from the Board is due to his other professional commitments, and not due to any disagreement with the Company on any matter related to the Company’s operations, policies or practices.

Annual Incentive Program

Attached as Exhibit 10.1 and incorporated herein by reference are the Annual Incentive Payment Criteria for Executive Officers relating to annual incentive awards under the Company’s Annual Incentive Program, effective for awards in 2023 in respect of 2022.

Long-Term Incentive Program

Attached as Exhibit 10.2 and incorporated herein by reference is the Form of Terms and Conditions relating to awards to executive officers in 2023 under the Company’s 2021 Omnibus Incentive Plan of performance shares and restricted stock units under the Company’s 2023 Long-Term Incentive Program.

 

Item 9.01.

Financial Statements and Exhibits.

(d) Exhibits

 

10.1    Annual Incentive Payment Criteria for Executive Officers effective for awards in 2023 in respect of 2022
10.2   

Form of Terms and Conditions relating to awards to executive officers in 2023 under the 2021 Omnibus Incentive Plan of performance shares and restricted stock units under the 2023 Long-Term Incentive Program

104    Cover Page Interactive Data File (embedded within the Inline XBRL document)


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: February 15, 2023

 

PRUDENTIAL FINANCIAL, INC.
      By:  

/s/ Brian P. Spitser

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