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2019 Proxy Statement
Prudential's Environmental, Social and Governance Framework
Letters to Shareholders
Letter from the Board of Directors to Our Shareholders
Letter from the Chief Executive Officer to Our Shareholders
Letter from the Lead Independent Director
Notice of Annual Meeting
Notice of Annual Meeting of Shareholders of Prudential Financial, Inc.
Summary Information
Business Highlights
Corporate Governance Highlights
Table of Contents
Item 1
Item 1 - Election of Directors
- Director Criteria, Qualifications, Experience and Tenure
- Director Nominees
- Summary of Director Qualifications and Experience
Corporate Governance
Process for Selecting Directors
Shareholder Nominations and Recommendations of Director Candidates
Director Attendance
Director Independence
Independent Director Meetings
Board Leadership
Why our Board Structure Is Right for Prudential and its Shareholders
Board Risk Oversight
Succession Planning
Communication with Directors
Committees of the Board of Directors
Certain Relationships and Related Party Transactions
Policy on Shareholder Rights Plan
Political Contributions and Lobbying Expenditure Oversight and Disclosure
Environmental, Sustainability and Corporate Social Responsibility
Items 2 - 4
Item 2 - Ratification of the Appointment of the Independent Registered Public Accounting Firm
- Audit Committee Pre-Approval Policies and Procedures
- Report of the Audit Committee
Item 3 - Advisory Vote to Approve Named Executive Officer Compensation
Item 4 - Shareholder Proposal Regarding Right to Act by Written Consent
Voting Securities and Principal Holders
Compliance with Section 16(a) of the Exchange Act
Compensation
Compensation of Directors
Compensation Discussion and Analysis
- Executive Summary
- Philosophy and Objectives of Our Executive Compensation Program
- 2018 Incentive Programs
- How We Make Compensation Decisions
- Compensation Peer Group
- Use of Competitive Data
- Components of Our Executive Compensation Program
Compensation Committee Report
2018 CEO Pay Ratio
Executive Compensation
- 2018 Summary Compensation Table
- Grants of Plan-Based Awards
- Outstanding Equity Awards
- Option Exercises and Stock Vested
- Pension Benefits
- Nonqualified Deferred Compensation
- Post-Employment Compensation Arrangements
General Information
General Information About the Meeting
- Voting Instructions and Information
- Submission of Shareholder Proposals and Director Nominations
- Delivery of Proxy Materials
- Annual Report on Form 10-K
- Incorporation by Reference
- Shareholder List
Appendix A - Non-GAAP Measures
Gender Pay Equity Statement
Prudential is Helping Increase Financial Wellness for All
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2019 Proxy Statement
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Page 13 of 106
2019 Proxy Statement
Prudential's Environmental, Social and Governance Framework
Letters to Shareholders
Letter from the Board of Directors to Our Shareholders
Letter from the Chief Executive Officer to Our Shareholders
Letter from the Lead Independent Director
Notice of Annual Meeting
Notice of Annual Meeting of Shareholders of Prudential Financial, Inc.
Summary Information
Business Highlights
Corporate Governance Highlights
Table of Contents
Item 1
Item 1 - Election of Directors
- Director Criteria, Qualifications, Experience and Tenure
- Director Nominees
- Summary of Director Qualifications and Experience
Corporate Governance
Process for Selecting Directors
Shareholder Nominations and Recommendations of Director Candidates
Director Attendance
Director Independence
Independent Director Meetings
Board Leadership
Why our Board Structure Is Right for Prudential and its Shareholders
Board Risk Oversight
Succession Planning
Communication with Directors
Committees of the Board of Directors
Certain Relationships and Related Party Transactions
Policy on Shareholder Rights Plan
Political Contributions and Lobbying Expenditure Oversight and Disclosure
Environmental, Sustainability and Corporate Social Responsibility
Items 2 - 4
Item 2 - Ratification of the Appointment of the Independent Registered Public Accounting Firm
- Audit Committee Pre-Approval Policies and Procedures
- Report of the Audit Committee
Item 3 - Advisory Vote to Approve Named Executive Officer Compensation
Item 4 - Shareholder Proposal Regarding Right to Act by Written Consent
Voting Securities and Principal Holders
Compliance with Section 16(a) of the Exchange Act
Compensation
Compensation of Directors
Compensation Discussion and Analysis
- Executive Summary
- Philosophy and Objectives of Our Executive Compensation Program
- 2018 Incentive Programs
- How We Make Compensation Decisions
- Compensation Peer Group
- Use of Competitive Data
- Components of Our Executive Compensation Program
Compensation Committee Report
2018 CEO Pay Ratio
Executive Compensation
- 2018 Summary Compensation Table
- Grants of Plan-Based Awards
- Outstanding Equity Awards
- Option Exercises and Stock Vested
- Pension Benefits
- Nonqualified Deferred Compensation
- Post-Employment Compensation Arrangements
General Information
General Information About the Meeting
- Voting Instructions and Information
- Submission of Shareholder Proposals and Director Nominations
- Delivery of Proxy Materials
- Annual Report on Form 10-K
- Incorporation by Reference
- Shareholder List
Appendix A - Non-GAAP Measures
Gender Pay Equity Statement
Prudential is Helping Increase Financial Wellness for All
2019 Proxy Statement
2019 Proxy Statement
Prudential's Environmental, Social and Governance Framework
Letters to Shareholders
Letters to Shareholders
Letter from the Board of Directors to Our Shareholders
Letter from the Chief Executive Officer to Our Shareholders
Letter from the Lead Independent Director
Notice of Annual Meeting
Notice of Annual Meeting
Notice of Annual Meeting of Shareholders of Prudential Financial, Inc.
Summary Information
Summary Information
Business Highlights
Corporate Governance Highlights
Table of Contents
Item 1
Item 1
Item 1 - Election of Directors
- Director Criteria, Qualifications, Experience and Tenure
- Director Nominees
- Summary of Director Qualifications and Experience
Corporate Governance
Corporate Governance
Process for Selecting Directors
Shareholder Nominations and Recommendations of Director Candidates
Director Attendance
Director Independence
Independent Director Meetings
Board Leadership
Why our Board Structure Is Right for Prudential and its Shareholders
Board Risk Oversight
Succession Planning
Communication with Directors
Committees of the Board of Directors
Certain Relationships and Related Party Transactions
Policy on Shareholder Rights Plan
Political Contributions and Lobbying Expenditure Oversight and Disclosure
Environmental, Sustainability and Corporate Social Responsibility
Items 2 - 4
Items 2 - 4
Item 2 - Ratification of the Appointment of the Independent Registered Public Accounting Firm
- Audit Committee Pre-Approval Policies and Procedures
- Report of the Audit Committee
Item 3 - Advisory Vote to Approve Named Executive Officer Compensation
Item 4 - Shareholder Proposal Regarding Right to Act by Written Consent
Voting Securities and Principal Holders
Compliance with Section 16(a) of the Exchange Act
Compensation
Compensation
Compensation of Directors
Compensation Discussion and Analysis
- Executive Summary
- Philosophy and Objectives of Our Executive Compensation Program
- 2018 Incentive Programs
- How We Make Compensation Decisions
- Compensation Peer Group
- Use of Competitive Data
- Components of Our Executive Compensation Program
Compensation Committee Report
2018 CEO Pay Ratio
Executive Compensation
- 2018 Summary Compensation Table
- Grants of Plan-Based Awards
- Outstanding Equity Awards
- Option Exercises and Stock Vested
- Pension Benefits
- Nonqualified Deferred Compensation
- Post-Employment Compensation Arrangements
General Information
General Information
General Information About the Meeting
- Voting Instructions and Information
- Submission of Shareholder Proposals and Director Nominations
- Delivery of Proxy Materials
- Annual Report on Form 10-K
- Incorporation by Reference
- Shareholder List
Appendix A - Non-GAAP Measures
Gender Pay Equity Statement
Prudential is Helping Increase Financial Wellness for All
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