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Prudential Financial 8-K Report, Shareholder Vote Results (May 13, 2025)

Reports
Shareholder Matters
Filing Date
Filed May 13, 2025
Period End
May 13, 2025
Securities
PRUPFHPRSPRH
In the record · 2016–202610-K1110-Q328-K198

PRU filed 11 annual reports (10-K), 32 quarterly reports (10-Q) and 198 current reports (8-K) between 2016 and 2026.

  1. Material agreement8-K · Dec ’17Dec ’17
  2. Leadership change8-K · Feb ’20Feb ’20
  3. Deal closed8-K · Apr ’22Apr ’22
  4. Leadership change8-K · Mar ’26Mar ’26

01—Abstract

Summary

Summary of the 8-K filed May 13, 2025. Cited figures are marked; the original filing is the authoritative source.

Prudential Financial, Inc. held its Annual Meeting of Shareholders on May 13, 2025, and shareholders voted on four matters, as reported under Item 5.07 of this Form 8-K.

All nine director nominees were elected to one-year terms: Gilbert F. Casellas, Carmine Di Sibio, Martina Hund-Mejean, Wendy E. Jones, Charles F.

Lowrey, Sandra Pianalto, Christine A. Poon, Andrew Sullivan, and Michael A. Todman.

Shareholders approved the ratification of PricewaterhouseCoopers LLP as the company's independent registered public accounting firm, with 239,113,054 votes for, 17,311,829 against, and 840,178 abstentions. Shareholders also approved, on an advisory basis, the compensation of the named executive officers, with 189,280,808 votes for, 18,019,167 against, and 1,871,531 abstentions, plus 48,093,555 broker non-votes.

A shareholder proposal regarding an independent board chairman was not approved, with 73,749,437 votes for, 133,569,178 against, 1,852,891 abstentions, and 48,093,555 broker non-votes. The filing reports these vote tallies only and does not describe any board or governance action taken in response.

02—Key points

Key Highlights

  1. All nine director nominees were elected, each for a one-year term at the May 13, 2025 Annual Meeting.
  2. Shareholders ratified PricewaterhouseCoopers LLP as independent registered public accounting firm with 239,113,054 votes for and 17,311,829 against.
  3. The advisory vote on named executive officer compensation was approved with 189,280,808 votes for and 18,019,167 against.
  4. The shareholder proposal for an independent board chairman was not approved, with 73,749,437 votes for and 133,569,178 against.
  5. Director Carmine Di Sibio received the highest number of votes for among the nominees, with 206,800,403 votes for and 1,210,667 against.
  6. Broker non-votes of 48,093,555 were recorded for each director nominee and for the executive compensation and shareholder proposal items; the auditor ratification had no broker non-votes.

03—Questions

Frequently Asked Questions

  1. Who was elected to the Prudential Financial Board of Directors at the 2025 Annual Meeting?

    Nine nominees were elected, each for a one-year term: Gilbert F. Casellas, Carmine Di Sibio, Martina Hund-Mejean, Wendy E. Jones, Charles F. Lowrey, Sandra Pianalto, Christine A. Poon, Andrew Sullivan, and Michael A. Todman.

  2. Did shareholders approve the company's independent auditor?

    Yes. Shareholders approved the ratification of PricewaterhouseCoopers LLP as the company's independent registered public accounting firm, with 239,113,054 votes for, 17,311,829 votes against, and 840,178 abstentions.

  3. How did shareholders vote on executive compensation?

    Shareholders approved, on an advisory basis, the compensation of the named executive officers, with 189,280,808 votes for, 18,019,167 votes against, 1,871,531 abstentions, and 48,093,555 broker non-votes.

  4. Was the shareholder proposal for an independent board chairman adopted?

    No. The proposal was not approved, with 73,749,437 votes for, 133,569,178 votes against, 1,852,891 abstentions, and 48,093,555 broker non-votes.

04—Continue

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