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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): September 4, 2023
PRUDENTIAL FINANCIAL, INC.
(Exact name of registrant as specified in its charter)
| New Jersey | 001-16707 | 22-3703799 | ||
| (State or other jurisdiction of incorporation) |
(Commission File Number) |
(I.R.S. Employer 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 |
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 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On September 4, 2023, the Board of Directors of Prudential Financial, Inc. (the “Company”) elected Kathleen Murphy as an independent director. The appointment of Ms. Murphy is effective on September 11, 2023. Ms. Murphy has been appointed to the Investment Committee. Ms. Murphy is entitled to receive compensation as a non-employee director as described in the Non-Employee Director Compensation Summary filed as Exhibit 10.24 to the Company’s 2022 Annual Report on Form 10-K.
| Item 7.01 | Regulation FD Disclosure. |
The Company is furnishing herewith a news release, dated September 7, 2023, announcing the election to the Board of Ms. Murphy.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits.
| Exhibit |
Description |
|
| 99.1 | News release of Prudential Financial, Inc. dated September 7, 2023, announcing the election of Ms. Murphy (furnished and not filed). | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). | |
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: September 7, 2023
| PRUDENTIAL FINANCIAL, INC. | ||
| By: | /s/ Brian P. Spitser |
|
| Name: | Brian P. Spitser | |
| Title: | Vice President and Assistant Secretary | |
Exhibit 99.1
Prudential Financial elects Kathleen Murphy to Board of Directors
September 7, 2023
NEWARK, N.J. – (BUSINESS WIRE) – Prudential Financial, Inc. (NYSE: PRU) announced today that Kathleen Murphy has been elected to the Board of Directors as an independent director, effective September 11, 2023.
Murphy brings to Prudential her extensive experience in the financial services and wealth management sectors, most notably at Fidelity Investments, where she recently retired. She was president of Fidelity’s Personal Investing business from 2009 to 2021. During this time, she led the strategic expansion of the business, resulting in growth in client assets from $850 billion to $4.4 trillion, as well as its digital transformation. Murphy also led Fidelity’s life insurance and annuities business, workplace savings business for tax-exempt organizations and firm-wide brand, advertising, artificial intelligence and digital design programs. She served as a senior adviser to the CEO before fully retiring.
“Kathleen is a seasoned business leader with an extensive track record for driving growth and building new business capabilities. Her experience and perspective will be invaluable in guiding Prudential to become a global leader in expanding access to investing, insurance, and retirement,” said Gil Casellas, director and chair of the board’s Corporate Governance and Business Ethics Committee. “We are excited to welcome Kathleen to the Prudential board and look forward to working closely with her.”
Prior to joining Fidelity, Murphy was CEO of ING U.S. Wealth Management, leading its defined contribution, defined benefit, retirement solutions, annuities and ING Advisors Network businesses. She began her career at Aetna, where she held various legal and government affairs roles, including general counsel and chief compliance officer of Aetna Financial Services.
Murphy brings a diverse array of prior board experience to Prudential, including board positions at the Financial Industry Regulatory Authority, the Markle Foundation and the National Football Foundation. She holds a JD from the University of Connecticut and a bachelor’s degree in economics and political science from Fairfield University.
About Prudential Financial, Inc.
Prudential Financial, Inc. (NYSE: PRU), a global financial services leader and premier active global investment manager with approximately $1.4 trillion in assets under management as of June 30, 2023, has operations in the United States, Asia, Europe, and Latin America. Prudential’s diverse and talented employees help make lives better and create financial opportunity for more people by expanding access to investing, insurance, and retirement security. Prudential’s iconic Rock symbol has stood for strength, stability, expertise, and innovation for nearly 150 years. For more information, please visit news.prudential.com.
Media Contact: YeaJin Lee, yeajin.lee@prudential.com