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 10, 2011

 

 

PRUDENTIAL FINANCIAL, INC.

(Exact name of registrant as specified in its charter)

 

 

 

New Jersey		001-16707		22-3703799
(State or other jurisdiction		(Commission File		(I.R.S. Employer
of incorporation)		Number)		Identification No.)

751 Broad Street

Newark, New Jersey 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 (see General Instruction A.2. below):

 

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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))

 

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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

 

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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 10, 2011. 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		Votes For				Votes Against				Abstentions				Broker Non-Votes
Thomas J. Baltimore, Jr.			289,181,600				7,230,915				1,107,566				28,508,003
Gordon M. Bethune			286,197,780				10,240,021				1,082,655				28,508,003
Gaston Caperton			288,899,862				7,504,382				1,115,432				28,508,003
Gilbert F. Casellas			289,007,623				7,403,880				1,108,998				28,508,003
James G. Cullen			270,024,661				26,398,944				1,097,318				28,508,003
William H. Gray III			284,176,032				12,241,246				1,102,894				28,508,003
Mark B. Grier			289,215,526				7,279,731				1,025,766				28,508,003
Constance J. Horner			286,026,655				10,430,515				1,063,384				28,508,003
Martina Hund-Mejean			294,004,356				2,400,819				1,114,244				28,508,003
Karl J. Krapek			287,954,722				8,440,655				1,125,220				28,508,003
Christine A. Poon			289,265,489				7,215,112				1,039,022				28,508,003
John R. Strangfeld			276,080,253				20,366,589				1,073,302				28,508,003
James A. Unruh			284,964,140				11,479,635				1,077,265				28,508,003

2. The proposal to ratify the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for 2011 was approved based upon the following votes:

 

Votes for approval:			321,729,497
Votes against:			2,868,128
Abstentions:			1,430,606

There were no broker non-votes for this item.

 

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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:			255,580,253
Votes against:			39,817,981
Abstentions:			2,122,321
Broker non-votes:			28,508,003

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:			260,347,012
Every 2 years:			1,789,198
Every 3 years:			33,750,968
Abstentions:			1,624,436
Broker non-votes:			28,508,003

In connection with the Annual Meeting, the Board of Directors of the Company had recommended that shareholders vote to hold future advisory votes to approve the compensation of the Company’s named executive officers on an annual basis. In light of such recommendation and considering the strong support for an annual vote as reflected in the above voting results, the Board, on May 10, 2011, determined that the Company will hold future advisory votes to approve the compensation of the Company’s named executive officers annually.

5. The shareholder proposal regarding supermajority voting was approved based upon the following votes:

 

Votes for approval:			316,454,252
Votes against:			6,423,372
Abstentions:			3,151,245

There were no broker non-votes for this item.

6. The shareholder proposal regarding lobbying contributions and expenditures was defeated based upon the following votes:

 

Votes for approval:			20,095,526
Votes against:			230,031,740
Abstentions:			47,392,518
Broker non-votes:			28,508,003

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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 11, 2011