PRUDENTIAL FINANCIAL, INC. (NYSE:PRU) Files An 8-K Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

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PRUDENTIAL FINANCIAL, INC. (NYSE:PRU) Files An 8-K Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year
Item 5.03.Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On November14, 2017, the Board of Directors of Prudential Financial, Inc. (the “Company”) approved amendments to the Company’s Amended and Restated By-Laws, effective immediately. The amendments implement “net long” share ownership and other requirements for shareholders to request a special meeting. The amendments also require shareholders to furnish security ownership information and meet other requirements in connection with providing advance notice of shareholder meeting proposals and director nominations. These new provisions are consistent with the requirements applicable to shareholders wishing to nominate a director for election under the Company’s previously adopted proxy access by-law.

In addition, the amendments reduce the maximum size of the Board from 24 to 15 directors, consistent with both the Board’s current size and the 10-15 director range set forth in the Company’s Corporate Governance Principles and Practices. Other changes include administrative updates related to the adjournment of meetings, action by written consent, director compensation, electronic notice and employee indemnification.

The foregoing description of the Company’s Amended and Restated By-Laws is qualified in all respects by reference to the text of the Amended and Restated By-Laws, a copy of which is filed as Exhibit 3.1 to this Current Report on Form 8-K and incorporated herein by reference.

Item 5.03 Financial Statements and Exhibits.

(d) Exhibits.

The following exhibit is being filed as part of this Current Report on Form 8-K:


PRUDENTIAL FINANCIAL INC Exhibit
EX-3.1 2 d484586dex31.htm EX-3.1 EX-3.1 Exhibit 3.1 AMENDED AND RESTATED BY-LAWS of PRUDENTIAL FINANCIAL,…
To view the full exhibit click here

About PRUDENTIAL FINANCIAL, INC. (NYSE:PRU)

Prudential Financial, Inc. is a financial services company. The Company, through its subsidiaries and affiliates, provides a range of financial products and services, including life insurance, annuities and investment management. The Company’s divisions include U.S. Retirement Solutions and Investment Management Division; U.S. Individual Life and Group Insurance Division, and International Insurance Division. The U.S. Retirement Solutions and Investment Management division consists of its Individual Annuities, Retirement and Asset Management segments. The U.S. Individual Life and Group Insurance division conducts its business through the Individual Life and Group Insurance segments. The International Insurance division conducts its business through the International Insurance segment. The Company also has corporate and other operations, which include corporate items and initiatives that are not allocated to its business segments and divested businesses.

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