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2020 Proxy Statement
Our Purpose is to Make Lives Better By Solving the Financial Challenges of Our Changing World
Human Capital
Environment
Letters to Shareholders
Letter from the Board of Directors to Our Shareholders
Letter from the Chairman and CEO 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
Financial Performance 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
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 an Independent Board Chairman
Voting Securities and Principal Holders
Compensation
Compensation of Directors
Compensation Discussion and Analysis
- Executive Summary
- Philosophy and Objectives of Our Executive Compensation Program
- 2019 Incentive Programs
- How We Make Compensation Decisions
- Compensation Peer Group
- Use of Competitive Data
- Components of Our Executive Compensation Program
Compensation Committee Report
CEO Pay Ratio
Executive Compensation
- 2019 Summary Compensation Table
- Grants of Plan-Based Awards
- Outstanding Equity Awards
- Option Exercises and Stock Vested
- Pension Benefits
- Nonqualified Deferred Compensation
- Potential Payments upon Termination or Change in Control
General Information
General Information About the Meeting
- Voting Instructions and Information
- Submission of Shareholder Proposals and Director Nominations
- Eliminating Duplicative Proxy Materials
- Delivery of Proxy Materials
- Annual Report on Form 10-K
- Incorporation by Reference
- Shareholder List
- Forward-Looking Statements
Appendix A - Non-GAAP Measures
Gender Pay Equity Statement
Prudential is Committed to the Future of Work
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2020 Proxy Statement
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Page 12 of 94
2020 Proxy Statement
Our Purpose is to Make Lives Better By Solving the Financial Challenges of Our Changing World
Human Capital
Environment
Letters to Shareholders
Letter from the Board of Directors to Our Shareholders
Letter from the Chairman and CEO 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
Financial Performance 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
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 an Independent Board Chairman
Voting Securities and Principal Holders
Compensation
Compensation of Directors
Compensation Discussion and Analysis
- Executive Summary
- Philosophy and Objectives of Our Executive Compensation Program
- 2019 Incentive Programs
- How We Make Compensation Decisions
- Compensation Peer Group
- Use of Competitive Data
- Components of Our Executive Compensation Program
Compensation Committee Report
CEO Pay Ratio
Executive Compensation
- 2019 Summary Compensation Table
- Grants of Plan-Based Awards
- Outstanding Equity Awards
- Option Exercises and Stock Vested
- Pension Benefits
- Nonqualified Deferred Compensation
- Potential Payments upon Termination or Change in Control
General Information
General Information About the Meeting
- Voting Instructions and Information
- Submission of Shareholder Proposals and Director Nominations
- Eliminating Duplicative Proxy Materials
- Delivery of Proxy Materials
- Annual Report on Form 10-K
- Incorporation by Reference
- Shareholder List
- Forward-Looking Statements
Appendix A - Non-GAAP Measures
Gender Pay Equity Statement
Prudential is Committed to the Future of Work
2020 Proxy Statement
2020 Proxy Statement
Our Purpose is to Make Lives Better By Solving the Financial Challenges of Our Changing World
Human Capital
Environment
Letters to Shareholders
Letters to Shareholders
Letter from the Board of Directors to Our Shareholders
Letter from the Chairman and CEO 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
Financial Performance 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
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 an Independent Board Chairman
Voting Securities and Principal Holders
Compensation
Compensation
Compensation of Directors
Compensation Discussion and Analysis
- Executive Summary
- Philosophy and Objectives of Our Executive Compensation Program
- 2019 Incentive Programs
- How We Make Compensation Decisions
- Compensation Peer Group
- Use of Competitive Data
- Components of Our Executive Compensation Program
Compensation Committee Report
CEO Pay Ratio
Executive Compensation
- 2019 Summary Compensation Table
- Grants of Plan-Based Awards
- Outstanding Equity Awards
- Option Exercises and Stock Vested
- Pension Benefits
- Nonqualified Deferred Compensation
- Potential Payments upon Termination or Change in Control
General Information
General Information
General Information About the Meeting
- Voting Instructions and Information
- Submission of Shareholder Proposals and Director Nominations
- Eliminating Duplicative Proxy Materials
- Delivery of Proxy Materials
- Annual Report on Form 10-K
- Incorporation by Reference
- Shareholder List
- Forward-Looking Statements
Appendix A - Non-GAAP Measures
Gender Pay Equity Statement
Prudential is Committed to the Future of Work
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