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 | 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
| PRUDENTIAL FINANCIAL, INC. | ||
| By: | /s/ Brian P. Spitser | |
| Name: | Brian P. Spitser | |
| Title: | Vice President and Assistant Secretary | |