---
schema_version: "secwatch.filing_event.v1"
accession: "0001193125-23-139556"
form_type: "8-K"
ticker: "PRU"
cik: "0001137774"
company_name: "PRUDENTIAL FINANCIAL INC"
filed_at: "2023-05-09T23:59:59+00:00"
generated_at: "2026-06-15T08:10:59.123510+00:00"
event_type: "other_material"
sentiment: "neutral"
materiality_score: 0.12
calibrated_materiality_score: 0.12
confidence: "high"
source: SEC EDGAR
---

# Prudential Financial shareholders re-elect all 9 directors, approve say-on-pay

## Summary
- All nine director nominees elected with majority support; broker non-votes ~49.6M shares.
- Ratification of PwC as auditor approved with ~96% of votes cast.
- Advisory vote on named executive officer compensation approved with ~93% of votes cast.
- Shareholders voted for annual frequency of say-on-pay; company will continue annual practice.
- Shareholder proposal for independent board chairman defeated with ~65% votes against.

## SEC filing metadata
- accession: 0001193125-23-139556
- form_type: 8-K
- ticker: PRU
- cik: 0001137774
- company_name: PRUDENTIAL FINANCIAL INC
- filed_at: 2023-05-09T23:59:59+00:00
- event_type: other_material
- sentiment: neutral
- materiality_score: 0.12
- calibrated_materiality_score: 0.12
- confidence: high
- sec_items: 5.07
- EDGAR index: https://www.sec.gov/Archives/edgar/data/1137774/000119312523139556/0001193125-23-139556-index.htm
- EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1137774/000119312523139556/d230751d8k.htm

## Machine-readable alternates
- HTML: https://secwatch.observer/filing/0001193125-23-139556
- JSON: https://secwatch.observer/filing/0001193125-23-139556.json
- Plain text: https://secwatch.observer/filing/0001193125-23-139556.txt

## Key facts
- Shareholder Votes
  PRUDENTIAL FINANCIAL INC shareholders approved Ratify the appointment of PricewaterhouseCoopers LLP as the Company's independent registered public accounting firm at the 2023-05-09 meeting.
  - Proposal: auditor ratification
  - Outcome: passed
  - Meeting: 2023-05-09
  source text: 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:
  evidence_url: https://www.sec.gov/Archives/edgar/data/1137774/000119312523139556/0001193125-23-139556-index.htm
- Shareholder Votes
  PRUDENTIAL FINANCIAL INC shareholders rejected Shareholder proposal regarding an independent board chairman at the 2023-05-09 meeting.
  - Outcome: failed
  - Meeting: 2023-05-09
  source text: The shareholder proposal regarding an independent board chairman was not approved based on the following votes:
  evidence_url: https://www.sec.gov/Archives/edgar/data/1137774/000119312523139556/0001193125-23-139556-index.htm
- Shareholder Votes
  PRUDENTIAL FINANCIAL INC shareholders approved Advisory vote on frequency of future advisory votes to approve executive compensation at the 2023-05-09 meeting.
  - Proposal: say on pay frequency
  - Outcome: passed
  - Meeting: 2023-05-09
  source text: 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
  evidence_url: https://www.sec.gov/Archives/edgar/data/1137774/000119312523139556/0001193125-23-139556-index.htm
- Shareholder Votes
  PRUDENTIAL FINANCIAL INC shareholders approved Approve, on an advisory basis, the compensation of the Company's named executive officers at the 2023-05-09 meeting.
  - Proposal: say on pay
  - Outcome: passed
  - Meeting: 2023-05-09
  source text: The proposal to approve, on an advisory basis, the compensation of the Company’s named executive officers was approved based upon the following votes:
  evidence_url: https://www.sec.gov/Archives/edgar/data/1137774/000119312523139556/0001193125-23-139556-index.htm
- Shareholder Votes
  PRUDENTIAL FINANCIAL INC shareholders approved Election of Directors at the 2023-05-09 meeting.
  - Proposal: director election
  - Outcome: passed
  - Meeting: 2023-05-09
  source text: The nominees for election to the Board of Directors were elected, each for a one-year term, based upon the following votes:
  evidence_url: https://www.sec.gov/Archives/edgar/data/1137774/000119312523139556/0001193125-23-139556-index.htm

This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.