Prudential (NYSE: PFH) holders approve pay, reject independent chair bid

Filing Impact

(Moderate)

Filing Sentiment

(Neutral)

Form Type

8-K

Rhea-AI Filing Summary

Prudential Financial, Inc. reported results of its Annual Meeting of Shareholders held on May 12, 2026. All nominated directors were elected to one-year terms, each receiving over 188 million votes in favor, with varying levels of opposition and broker non-votes.

Shareholders ratified PricewaterhouseCoopers LLP as independent registered public accounting firm with 237,761,197 votes for and 18,024,468 against. On an advisory basis, shareholders approved compensation for named executive officers with 187,589,393 votes for and 18,087,320 against. A shareholder proposal calling for an independent board chairman was not approved, receiving 62,771,534 votes for and 142,955,865 against.

8-K Event Classification

Item 5.07 — Submission of Matters to a Vote of Security Holders

1 item

Item 5.07 Submission of Matters to a Vote of Security Holders Governance

Results of a shareholder vote on proposals at an annual or special meeting.

Key Figures

Auditor ratification for votes: 237,761,197 votes Auditor ratification against votes: 18,024,468 votes Say-on-pay for votes: 187,589,393 votes +4 more

7 metrics

Auditor ratification for votes 237,761,197 votes Ratification of PricewaterhouseCoopers LLP as independent auditor

Auditor ratification against votes 18,024,468 votes Ratification of PricewaterhouseCoopers LLP as independent auditor

Say-on-pay for votes 187,589,393 votes Advisory approval of named executive officer compensation

Say-on-pay against votes 18,087,320 votes Advisory approval of named executive officer compensation

Independent chair proposal for votes 62,771,534 votes Shareholder proposal for independent board chairman

Independent chair proposal against votes 142,955,865 votes Shareholder proposal for independent board chairman

Broker non-votes on governance items 48,901,827 votes Director elections, say-on-pay, independent chair proposal

Key Terms

broker non-votes, independent registered public accounting firm, named executive officers, advisory basis, +1 more

5 terms

broker non-votes financial

"Broker non-votes: 48,901,827"

Broker non-votes occur when a brokerage firm is unable to vote on a shareholder’s behalf during a company election or decision because the shareholder has not given specific voting instructions, and the broker is not allowed or chooses not to vote on certain matters. They are important because they can affect the outcome of votes, especially when the results are close, by effectively reducing the total number of votes cast.

independent registered public accounting firm financial

"the Company’s independent registered public accounting firm was approved"

An independent registered public accounting firm is an outside accounting company officially registered with the government regulator to examine and report on a public company's financial records and controls. Investors treat its reports like an impartial inspector’s certificate — they add credibility to financial statements, help spot errors or misleading claims, and reduce the risk that shareholders are relying on unchecked or biased numbers.

named executive officers financial

"the compensation of the Company’s named executive officers was approved"

Named executive officers are the senior company leaders whose names, roles and compensation are singled out in required regulatory filings; this typically includes the chief executive, chief financial officer and the next highest‑paid senior officers. Investors treat this list like a team roster — it shows who makes key decisions, how they are paid and whether incentives align with shareholder interests, so changes or pay patterns can signal governance quality, risk or strategic shifts.

advisory basis financial

"to approve, on an advisory basis, the compensation of the Company’s named executive officers"

independent board chairman financial

"The shareholder proposal regarding an independent board chairman was not approved"

Understanding 8-K Material Events →

05/12/2026 - 05:15 PM

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


PRUDENTIAL FINANCIAL, INC.

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

Source: View Original Filing on SEC EDGAR

FAQ

What did Prudential (PFH) shareholders decide at the May 12, 2026 annual meeting?

Shareholders re-elected all director nominees, ratified PricewaterhouseCoopers LLP as auditor, approved executive compensation on an advisory basis, and rejected a shareholder proposal for an independent board chairman. The voting outcomes confirm the existing board and governance structure.

Were all Prudential (PFH) director nominees elected at the 2026 annual meeting?

Yes. All nominees for Prudential’s board were elected to one-year terms. Each nominee received at least 188.1 million votes in favor, with additional votes recorded against, abstentions, and broker non-votes across the slate of directors.

Did Prudential (PFH) shareholders approve the company’s auditor in 2026?

Yes. Shareholders ratified PricewaterhouseCoopers LLP as Prudential’s independent registered public accounting firm, with 237,761,197 votes for, 18,024,468 votes against, and 846,548 abstentions. There were no broker non-votes recorded on this ratification item.

How did Prudential (PFH) shareholders vote on executive compensation in 2026?

Shareholders approved, on an advisory basis, compensation for Prudential’s named executive officers. The vote totaled 187,589,393 for, 18,087,320 against, and 2,053,673 abstentions, with 48,901,827 broker non-votes, indicating overall support for the pay program.

What happened to the Prudential (PFH) independent board chairman proposal?

The shareholder proposal seeking an independent board chairman was not approved. It received 62,771,534 votes for, 142,955,865 votes against, and 2,002,987 abstentions, along with 48,901,827 broker non-votes, so the existing board leadership structure remains in place.

How many broker non-votes occurred on key Prudential (PFH) proposals?

Broker non-votes totaled 48,901,827 on the director elections, the advisory vote on named executive officer compensation, and the independent chairman proposal. The auditor ratification item had no broker non-votes, meaning all broker-held shares were voted on that question.

Filing Exhibits & Attachments

4 documents