Current Report Filing (8-k)
30 August 2019 - 6:45AM
Edgar (US Regulatory)
PRUDENTIAL FINANCIAL INC false 0001137774 0001137774 2019-08-29 2019-08-29 0001137774 us-gaap:CommonStockMember 2019-08-29 2019-08-29 0001137774 pru:M5.75JuniorSubordinatedNotes2Member 2019-08-29 2019-08-29 0001137774 pru:M5.70JuniorSubordinatedNotes1Member 2019-08-29 2019-08-29 0001137774 pru:A5.625JuniorSubordinatedNotesMember 2019-08-29 2019-08-29
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): August 29, 2019
PRUDENTIAL FINANCIAL, INC.
(Exact name of registrant as specified in its charter)
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New Jersey
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001-16707
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22-3703799
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(State or other jurisdiction
of incorporation)
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(Commission
File Number)
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(I.R.S. Employer
Identification No.)
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751 Broad Street
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Newark, New Jersey
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07102
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(Address of principal executive offices and zip code)
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(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:
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☐
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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☐
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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☐
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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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SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:
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Title of Each Class
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Trading
Symbol(s)
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Name of Each Exchange
on Which Registered
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Common Stock, Par Value $.01
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PRU
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New York Stock Exchange
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5.75% Junior Subordinated Notes
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PJH
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New York Stock Exchange
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5.70% Junior Subordinated Notes
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PRH
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New York Stock Exchange
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5.625% Junior Subordinated Notes
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PRS
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New York Stock Exchange
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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 August 29, 2019, Prudential Financial, Inc. (the “Company”) announced that it has appointed Andrew Sullivan as Executive Vice President and Head of U.S. Businesses, effective December 1, 2019. Mr. Sullivan will succeed Stephen Pelletier, who will retire on April 1, 2020. Mr. Pelletier will transfer his functional management responsibilities to Mr. Sullivan on December 1, 2019 and will support Mr. Sullivan in his transition.
Mr. Sullivan, 49, has served as the Company’s Senior Vice President and Head of Workplace Solutions since the fourth quarter of 2017. Mr. Sullivan previously served as President of Group Insurance beginning in the fourth quarter of 2015. He joined the Company in 2011, with responsibility for the Group Insurance underwriting, claims and service organizations.
In connection with these changes, effective December 1, 2019 (i) Mr. Sullivan’s salary will be increased to $700,000 (ii) his target annual incentive for 2020 will be set at $2,000,000 and (iii) his February 2020 target long-term incentive will be set at $3,300,000, for a target total compensation of $6,000,000.
Following his retirement, Mr. Pelletier will be entitled to receive retirement benefits as described in the Company’s 2019 Proxy Statement.
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Item 7.01
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Regulation FD Disclosure.
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A copy of the Company’s news release relating to today’s announcement is being furnished as Exhibit 99.1 to this Current Report on Form 8-K.
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Item 9.01
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Financial Statements and Exhibits.
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(d) Exhibits.
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: August 29, 2019
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PRUDENTIAL FINANCIAL, INC.
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By:
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/s/ Margaret M. Foran
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Name:
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Margaret M. Foran
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Title:
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Chief Governance Officer, Senior Vice President and Corporate Secretary
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