Prudential Financial (PRU) Proxy filing summary

Executive summary

• Celebrated 150th anniversary in 2025, refocused on high-growth markets, improved execution, and fostered a performance-driven culture.

• Implemented a new leadership structure to streamline operations and accelerate decision-making.

• Sold PGIM Taiwan and agreed to sell the Kenya insurance business to focus on core growth opportunities.

• Board and management engaged with shareholders representing a majority of shares, discussing governance, succession, and risk oversight.

• Continued shareholder voting incentive program, offering eco-friendly tote bags or tree-planting contributions.

Voting matters and shareholder proposals

• Election of 11 director nominees, with one new nominee (Maryann Mannen).

• Ratification of PricewaterhouseCoopers LLP as independent auditor for 2026.

• Advisory vote to approve named executive officer compensation (Say-on-Pay).

• Shareholder proposal for an independent Board Chairman, which the Board recommends voting against.

Board of directors and corporate governance

• Board is 91% independent, with a Lead Independent Director and diverse skills and backgrounds.

• Added two new independent directors in 2025 and nominated a third for 2026.

• Board committees include Audit, Compensation and Human Capital, Corporate Governance and Business Ethics, Finance, and Investment.

• Regular board and committee self-evaluations, director education on cybersecurity and AI, and robust succession planning.

• Shareholders owning at least 3% for three years can nominate directors for up to 20% of board seats.