Item 5.07. Submission of Matters to a Vote of Security Holders.

The Company's Annual Meeting of Shareholders was held on Wednesday, May 5, 2021 to vote on three proposals, for which the final vote results are set forth below.

Proposal 1: Election of Directors.



Shareholders elected each of the eleven nominees for director. Vote results were
as follows:

Nominees                             For         Against      Abstain     Broker Non-Votes
Teresa A. Canida           50,791,722       139,060       47,469         8,005,497
George N. Cochran          50,765,653       150,242       62,356         8,005,497
Kathleen M. Cronin         50,764,972       167,380       45,899         8,005,497
Lacy M. Johnson            50,596,868       330,154       51,229         8,005,497
Robert J. Joyce            48,603,226     2,312,372       62,653         8,005,497
Joseph P. Lacher, Jr.      50,814,799       105,796       57,656         8,005,497
Gerald Laderman            50,775,130       140,189       62,932         8,005,497
Stuart B. Parker           50,774,297       141,252       62,702         8,005,497
Christopher B. Sarofim     50,689,078       227,049       62,124         8,005,497
David P. Storch            47,962,143     2,954,293       61,815         8,005,497
Susan D. Whiting           50,423,106       506,953       48,192         8,005,497



Proposal 2: Advisory vote to ratify the selection of Deloitte & Touche LLP as the Company's independent registered public accountant for 2021.

A majority of shareholders voted, on an advisory basis, to ratify the selection of Deloitte & Touche LLP as the Company's independent registered public accountant for 2021. Vote results were as follows:



               For       Against      Abstain     Broker Non-Votes
     58,432,914     480,399       70,435                 -


Proposal 3: Advisory vote to approve the compensation of the Company's Named Executive Officers.

A majority of shareholders voted, on an advisory basis, to approve the compensation of the Company's Named Executive Officers. Vote results were as follows:



               For         Against       Abstain     Broker Non-Votes
     49,498,092     1,314,312       165,847         8,005,497









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