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, 2026

 

PRUDENTIAL FINANCIAL, INC.

(Exact name of registrant as specified in its charter)

 

 

New Jersey		001-16707		22-3703799
(State or other jurisdiction		(Commission		(I.R.S. Employer
of incorporation)		File Number)		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 12, 2026. 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			192,746,091				14,042,136				942,159				48,901,827
Carmine Di Sibio			204,539,929				2,216,028				974,429				48,901,827
Martina Hund-Mejean			195,432,877				11,343,674				953,835				48,901,827
Wendy E. Jones			199,027,260				7,613,001				1,090,125				48,901,827
Maryann T. Mannen			198,514,374				8,269,693				946,319				48,901,827
Sandra Pianalto			188,123,649				18,482,934				1,123,803				48,901,827
Christine A. Poon			201,236,682				5,584,614				909,090				48,901,827
Thomas D. Stoddard			204,693,061				2,050,660				986,665				48,901,827
Andrew F. Sullivan			194,695,660				12,086,210				948,516				48,901,827
Michael A. Todman			194,435,536				12,310,582				984,268				48,901,827
Joseph J. Wolk			204,722,764				1,984,817				1,022,805				48,901,827

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: 237,761,197

Votes against: 18,024,468

Abstentions: 846,548

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: 187,589,393

Votes against: 18,087,320

Abstentions: 2,053,673

Broker non-votes: 48,901,827

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

Votes for approval: 62,771,534

Votes against: 142,955,865

Abstentions: 2,002,987

Broker non-votes: 48,901,827

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 12, 2026