Prudential Financial Inc 8-K, filed Feb 15, 2023

Prudential Financial Inc (PRU)

8-K 2023-02-15 For: 2023-02-14

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Added on April 03, 2026

About this 8-K

Prudential Financial Inc filed this 8-K on February 15, 2023, reporting on events of February 14, 2023.

Items reported

Item 5.02: Director or officer change, or executive pay
Item 9.01: Financial statements and exhibits

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Title of Each Class	Trading Symbol(s)	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


10.1		Annual Incentive Payment Criteria for Executive Officers effective for awards in 2023 in respect of 2022

10.2		Form of Terms and Conditions relating to awards to executive officers in 2023 under the 2021 Omnibus Incentive Plan of performance shares and restricted stock units under the 2023 Long-Term Incentive Program

104		Cover Page Interactive Data File (embedded within the Inline XBRL document)


PRUDENTIAL FINANCIAL, INC.

By:		/s/ Brian P. Spitser
Name:		Brian P. Spitser
Title:		Vice President and Assistant Secretary


PART A: GENERAL TERMS AND CONDITIONS		1
1.	Purpose	1
2.	Eligibility and grants	1
3.	Acceptance of an Award	1
4.	Taxes	1
5.	Value of Awards	2
6.	Covenant not to solicit; Notice Period requirement; other terms and restrictions	2
7.	Compliance with Applicable Laws	5
8.	Investment representation	5
9.	Governing law	5
10.	Electronic delivery and acceptance	6
11.	No rights as a shareholder	6
12.	Applicable Laws and Section 409A	6
13.	Other terms	6

PART B: TERMS AND CONDITIONS APPLICABLE TO RESTRICTED STOCK UNITS UNDER THE LONG-TERM INCENTIVE PROGRAM		7
1.	Restricted Period	7
2.	Settlement of Restricted Stock Units	7
3.	Vesting or forfeiture of Restricted Stock Units following termination of Employment in specific circumstances	7
4.	Section 409A	7
5.	Dividend Equivalents	7

PART C: TERMS AND CONDITIONS APPLICABLE TO PERFORMANCE SHARES UNDER THE LONG-TERM PERFORMANCE PROGRAM, A SUB-PROGRAM OF THE LONG-TERM INCENTIVE PROGRAM		9
1.	Performance Cycle	9
2.	Settlement of Performance Shares	9
3.	Performance Goals	9
4.	Vesting or forfeiture of Performance Shares following termination of Employment in specific circumstances	10
5.	Section 409A	10
6.	Dividend Equivalents	10


1.	Definitions	13
2.	Country specific variations	16
3.	Notice Periods	27
4.	Form for declining an Award	28
5.	Form of Acknowledgement and Acceptance of the Terms and Conditions of the Plan (Mexico, Australia, Indonesia, Kenya and the Netherlands Only)	29
6.	Form for Accepting an Award for Florida-Based Employees	31


Terms and Conditions of the 2023 Long-Term Incentive Program		1


Restricted Stock Units
Type of Termination of Employment		Vesting Status⁽¹⁾
Voluntary Resignation		All outstanding unvested Restricted Stock Units are immediately forfeited.

Approved Retirement		If the Participant executes and submits a Release by the date specified by Prudential (and does not later revoke the Release), the Participant will receive shares of Common Stock in respect of his or her outstanding Restricted Stock Units at the same time and in the same amount that would have been distributable had the Participant remained in Employment. If the Participant does not execute a Release, all Restricted Stock Units will be forfeited on the last date of Employment. This does not apply to Participants in Canada, the United Kingdom or the European Union who should refer to Schedule 2 for more information.

Approved Termination		If the Participant executes and submits a Release by the date specified by Prudential (and does not later revoke the Release), the Participant will receive shares of Common Stock in respect of his or her outstanding Restricted Stock Units at the same time and in the same amount that would have been distributable had the Participant remained in Employment. If the Participant does not execute a Release, all Restricted Stock Units will be forfeited on the last date of Employment. This only applies to Participants in the United Kingdom, the European Union and Canada.

Termination for Cause		All outstanding Restricted Stock Units are immediately forfeited. The Compensation Committee may require the Participant to repay any payment, profit, gain or other benefit (including, but not limited to, any dividends or Dividend Equivalents) in respect of the Restricted Stock Units or any prior restricted stock units or Awards received within a period of 12 months before the Participant’s termination of Employment for Cause. If a Participant’s Employment is terminated by any member of the Company Group for Cause, the provisions in these Terms relating to termination for Cause will apply notwithstanding any assertion (by the Participant or otherwise) that the Participant’s Employment was terminated for any other reason.

Death (while an active employee)		All outstanding Restricted Stock Units become fully vested and the Participant’s estate will receive shares of Common Stock as soon as administratively practicable (but not later than 74 days) thereafter.

Disability (if not eligible for Approved Retirement or Approved Termination)		If the Participant executes and submits a Release by the date specified by Prudential (and does not later revoke the Release), all outstanding Restricted Stock Units will become fully vested and the Participant will receive shares of Common Stock as soon as administratively practicable (but not later than 74 days) after the date of termination of employment.

Involuntary Termination for any other reason (if not eligible for Approved Retirement or Approved Termination) or Termination for any reason not described above in this table		If a Participant executes and submits a Release by the date specified by Prudential (and does not later revoke the Release), a pro-rated⁽²⁾ number of outstanding Restricted Stock Units will vest and the Participant will receive shares of Common Stock as soon as administratively practicable thereafter (but not later than 74 days after the date of the termination of Employment). The remainder of the Restricted Stock Units will be forfeited. If the Participant does not execute a Release, all Restricted Stock Units as to which the applicable RSU Payment Date has not occurred will be forfeited on the last date of Employment.

Change of Control of Prudential		All Restricted Stock Units will become vested and the Participant will normally receive shares of Common Stock; unless the entity that acquires control honors, assumes, or substitutes new rights for the Restricted Stock Units with substantially equivalent or better rights, terms, conditions and values as determined by the Compensation Committee. Alternatively, the Compensation Committee may, at its sole discretion, provide for payment in cash based on the Change of Control price.


BVPS
Achieved BVPS Growth	BVPS Earned Payout Factor
Less than 3.5%		0.00
3.5%		0.50
7%		1.00
10.50% or more		1.50


Relative ROE
Achieved Relative ROE	ROE Earned Payout Factor
Less than -4%		0.00
-4%		0.50
-3%		0.75
0%		1.00
3%		1.25
+4% or more		1.50


Performance Shares
Type of Termination of Employment		Vesting Status⁽¹⁾
Voluntary Resignation		All outstanding Performance Shares are immediately forfeited.

Approved Retirement		If the Participant executes and submits a Release by the date specified by Prudential (and does not later revoke the Release), the Participant will receive the Final Payout Amount as soon as administratively practicable following the PS Payment Date (but in all events not later than the end of the calendar year in which the PS Payment Date occurs). If the Participant does not execute a Release, all Performance Shares will be forfeited on the last date of Employment. This does not apply to Participants in Canada, the United Kingdom or the European Union who should refer to Schedule 2 for more information.

Approved Termination		If the Participant executes and submits a Release by the date specified by Prudential (and does not later revoke the Release), the Participant will receive the Final Payout Amount as soon as administratively practicable following the PS Payment Date (but in all events not later than the end of the calendar year in which the PS Payment Date occurs). If the Participant does not execute a Release, all Performance Shares will be forfeited on the last date of Employment. This only applies to Participants in the United Kingdom, the European Union and Canada.

Termination for Cause		All outstanding Performance Shares are immediately forfeited. The Compensation Committee may require the Participant to repay any payment, profit, gain or other benefit (including, but not limited to, any dividends or Dividend Equivalents) in respect of the Performance Shares or any prior performance shares or performance units received within a period of 12 months before the Participant’s termination of Employment for Cause. If a Participant’s Employment is terminated by any member of the Company Group for Cause, the provisions in these Terms relating to termination for Cause will apply notwithstanding any assertion (by the Participant or otherwise) that the Participant’s Employment was terminated for any other reason.

Death (while an active employee)		All outstanding Performance Shares become fully vested at target and the Participant’s estate will receive a corresponding number of shares of Common Stock as soon as administratively practicable (but not later than 74 days) thereafter.

Disability (if not eligible for Approved Retirement or Approved Termination)		If the Participant executes and submits a Release by the date specified by Prudential (and does not later revoke the Release), all outstanding Performance Shares will become fully vested at target and the Participant will receive a corresponding number of shares of Common Stock as soon as administratively practicable (but not later than 74 days) after the date of the termination of Employment.

Involuntary Termination for any other reason (if not eligible for Approved Retirement or Approved Termination) or Termination for any reason not described above in this table		If a Participant executes and submits a Release by the date specified by Prudential (and does not later revoke the Release), a pro-rated⁽²⁾ target number of Performance Shares will vest and the Participant will receive a corresponding number of shares of Common Stock as soon as administratively practicable thereafter (but not later than 74 days after the date of the termination of Employment). The remainder of the Performance Shares will be forfeited. If the Participant does not execute a Release, all Performance Shares will be forfeited on the last date of Employment.

Change of Control of Prudential		Unless the Compensation Committee determines otherwise, Performance Shares for which 50% of the Performance Cycle has elapsed and for which the Compensation Committee determines that performance is reasonably capable of being assessed will be converted into Restricted Stock Units based on performance until the date of the Change of Control. Performance Shares for which less than 50% of the Performance Cycle has elapsed or for which performance is not reasonably capable of being assessed will be converted into Restricted Stock Units based on the assumption that the Awards will be earned at target. All Restricted Stock Units will become vested and any unconverted Performance Shares will become vested at target and the Participant will normally receive shares of Common Stock; unless the entity that acquires control honors, assumes, or substitutes new rights for the Restricted Stock Units or the unconverted Performance Shares with substantially equivalent or better rights, terms, conditions and values as determined by the Compensation Committee. Alternatively, the Compensation Committee may, at its sole discretion, cancel the Restricted Stock Units or the unconverted Performance Shares and in exchange provide for payment in cash based on the Change of Control price.


Business Unit/ Corporate Center	Participants with the Following Grade Level or Equivalent Designation Levels⁽²⁾	Notice Period⁽⁵⁾
PGIM/International Insurance	Grades 07P⁽³⁾, 07A; Levels 540, 550, 790⁽⁴⁾	60 days
PGIM/International Insurance	Grades 03P-06P; Levels 560, 56A, 790-MD, AMS	90 days
All others	Grade 06P; Level 560	30 days
All others	Grades 01P-05P; Level 56A	60 days


		Check as appropriate
(i)	all of the Restricted Stock Units;	☐
(ii)	all of the Performance Shares	☐


Participant Name

Company Name

Email Address

Prudential ID Number

Department

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