Annual Meeting of Shareholders Held on May 12, 2026
Final Report of the Inspector of Election
I, the undersigned, duly appointed Inspector of Election at the Annual Meeting of Shareholders (the "Meeting") of Prudential Financial, Inc. (the "Company"), held on May 12, 2026, hereby certify that:
Before entering upon the discharge of my duties as inspector of Election at the Meeting, I took and signed an Oath of Inspector of Election.
The Meeting was held at the Company's Corporate Headquarters, 751 Broad Street, Newark, New Jersey 07102 at 2:00 pm, local time, on May 12, 2026, pursuant to notice duly given.
At the close of business on March 13, 2026, the record date for the determination of stockholders entitled to vote at the Meeting there were 347,818,703 outstanding shares of the Company's Common Stock each share being entitled to one vote, constituting all the outstanding voting securities of the Company.
At the Meeting, the holders of 256,632,213 shares representing 73.78% of the Company's Common Stock were represented in person or by proxy, constituting a quorum.
S) The undersigned canvassed the votes of the stockholders cast by ballot or proxy on the matters presented at the Meeting.
At the Meeting the vote on the election of eleven (11) directors to hold office until the 2027 annual meeting and their successors are elected and qualified were as follows:
For
9â For
Against
% Against
Abstain
Broker Non-Votes
Uncast
Gilbert F. Casellas
193,746,091
93.21
14,042,136
6.79
942,159
48,901,827
0
Carmine Di Sibio
204,539,929
98.93
2,216,028
1.07
974,429
48,901,827
0
Martina Hund-Mejean
195,432,877
94.51
11,343,674
5.49
953,835
48,901,827
0
WendyE.Jones
199,027,260
96.32
7,613,001
3.68
1,090,125
48,901,827
0
MaryannT.Mannen
198,514,374
96.00
8,269,693
4.00
946,319
48,901,827
0
SandraPianalto
188,123,649
91.05
18,482,934
8.95
1,123,803
48,901,827
0
ChristineA.Poon
201,236,682
97.30
5,584,614
2.70
909,090
48,901,827
0
ThomasD.Stoddard
204,693,061
99.01
2,050,660
0.99
986,665
48,901,827
0
AndrewF.Sullivan
194,695,660
94.16
12,086,210
5.84
948,516
48,901,827
0
MichaeIA.Todman
194,43S,536
94.05
12,310,582
5.95
984,268
48,901,827
0
JosephJ.WoIk
204,722,764
99.04
1,984,817
0.96
1,022,805
48,901,827
0
At the meeting, the vote on the Ratification of the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for 2026 was as follows:
For 237,761,197
96 For
92.95
Against
18,024,46896 Against
7.05
Abstain 846,548
Uncast 0
At the meeting, the advisory vote to approve named executive officer compensation was as follows:
For
96 For
Against
Against
Abstain
Broker Non-Votes
Uncast
187,589,393
91.21
18,087,320
8.79
2.053,673
48,901,827
0
At the meeting, the shareholder proposal regarding an independent board chairman was as follows:
For | 96 For | Against | ' Against | Abstain | Broker Non-Votes | Uncast |
62,771,534 | 30.51 | 142,955,865 | 69.49 | 2,002,987 | 48,901,827 | 0 |
IN WITNESS WHEREOF, I have made this Final Report and have hereunto set my hand this 12th day of May 2026.
Vincent C. Graffeo
Senior Relationship Manager, Client Management Computershare
Subscribed and sworn to before me this 12th day of May 2026.
tary
PRUDENTIAL FINANCIAL, INC
OATH OF INSPECTORS OF ELECTIONSTATE OF NEW JERSEY (SS.: COUNTY OF ESSEX)
I, Vincent C. Graffeo, being duly sworn, depose and say that I will faithfully and impartially, to the best of my ability, perform the duties of Inspector of Election and receive and count the votes and ballots cast by the shareholders of Prudential Financial, Inc. at the Annual Meeting of Shareholders to be held on May 12, 2026, and will make a true and impartial report thereon.
Vincent C. Graffeo
Senior Relationship Manager, Client Management Computershare
Subscribed and sworn to before me this 12'h day of May 2026.
tary Publj