Submission of Matters to a Vote of Security Holders – Form 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 9, 2023

PRUDENTIAL FINANCIAL, INC.

(Exact name of registrant as specified in its charter)

751 Broad Street

Newark, NJ07102

(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:

SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:

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. ☐

The Annual Meeting of Shareholders of Prudential Financial, Inc. (the "Company") was held on May 9, 2023. 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:

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: 250,399,165

Votes against: 11,555,179

Abstentions: 1,040,091

There were no broker non-votes forthis 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: 199,576,841

Votes against: 11,563,462

Abstentions: 2,234,045

Broker non-votes: 49,620,087

4. The shareholders voted, on an advisory basis, to hold future advisory votes to approve the compensation of the Company's named executive officers as follows:

Every year: 204,329,435

Every two years: 1,807,413

Every three years: 5,400,514

Abstentions: 1,836,986

Broker non-votes:49,620,087

The Board of Directors of the Company has adopted a policy providing for an annual advisory vote to approve the compensation of the Company's named executive officers. In light of such policy and considering the strong support for an annual vote as reflected in the above voting results, the Company will hold future advisory votes to approve the compensation of the Company's named executive officers annually.

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

Votes for approval: 73,860,904

Votes against: 137,444,003

Abstentions: 2,069,441

Broker non-votes: 49,620,987

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 9, 2023