UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report:
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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:
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Securities registered pursuant to Section 12(b) of the Act:
Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
¨ | Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§203.405 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. |
SECTION 5. CORPORATE GOVERNANCE AND MANAGEMENT
Item 5.07 Submission of Matters to a Vote of Security Holders
Principal Financial Group, Inc.’s (the “Company”) annual meeting of shareholders was held on May 18, 2021 (the “2021 Annual Meeting”). The matters that were voted upon at the 2021 Annual Meeting, and the number of votes cast for or against, as well as the number of abstentions and broker non-votes as to each such matter, as applicable, are set forth below. Abstentions and broker non-votes were treated as being present at the meeting for the purpose of determining a quorum, but were not counted as votes.
At the 2021 Annual Meeting, the shareholders: elected four Class II directors each for a term expiring at the Company’s 2024 Annual Meeting(1); approved, on an advisory basis, the compensation paid to the Company’s Named Executive Officers as disclosed in the Proxy Statement(2); ratified the appointment of Ernst & Young LLP as the Company’s independent auditor for 2021(3); and approved the Principal Financial Group, Inc. 2021 Stock Incentive Plan, as disclosed in the Proxy Statement(4).
The voting results were as follows:
(1) | Election of Directors |
VOTES FOR | VOTES AGAINST |
ABSTAINED | BROKER NON-VOTES | |||||||||
Roger C. Hochschild | 171,297,478 | 8,388,768 | 330,868 | 21,185,549 | ||||||||
Daniel J. Houston | 169,574,991 | 9,447,540 | 994,583 | 21,185,549 | ||||||||
Diane C. Nordin | 178,107,316 | 1,587,186 | 322,612 | 21,185,549 | ||||||||
Alfredo Rivera | 176,834,822 | 2,696,622 | 485,670 | 21,185,549 |
The directors whose terms of office continued and the years their terms expire are as follows:
Class III Directors Continuing in Office Whose Term Expires in 2022
Michael T. Dan |
Sandra L. Helton |
Blair C. Pickerell |
Clare S. Richer |
Class I Directors Continuing in Office Whose Term Expires in 2023
Jonathan S. Auerbach |
Mary E. Beams |
Jocelyn Carter-Miller |
Scott M. Mills |
As previously disclosed, Claudio Muruzabal was elected to the Board of Directors as a Class I director for a term commencing July 1, 2021 and expiring in 2023.
Votes For | Votes Against | Abstained | Broker Non-Votes | |||||||||||
(2) | Advisory Vote to Approve Executive Compensation | 167,630,955 | 11,794,267 | 591,892 | 21,185,549 | |||||||||
(3) | Ratification of Appointment of Independent Auditors | 189,084,547 | 11,817,107 | 301,009 | --- | |||||||||
(4) | Approve Principal Financial Group, Inc. 2021 Stock Incentive Plan | 162,881,766 | 16,389,608 | 745,740 | 21,185,549 |
SIGNATURE
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 thereunto duly authorized.
PRINCIPAL FINANCIAL GROUP, INC. | ||
By: | /s/ Chris Littlefield | |
Name: | Chris Littlefield | |
Title: | Executive Vice President, General Counsel and Secretary |
Date: May 19, 2021
Cover |
May 18, 2021 |
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Cover [Abstract] | |
Document Type | 8-K |
Amendment Flag | false |
Document Period End Date | May 18, 2021 |
Entity File Number | 1-16725 |
Entity Registrant Name | PRINCIPAL FINANCIAL GROUP, INC. |
Entity Central Index Key | 0001126328 |
Entity Tax Identification Number | 42-1520346 |
Entity Incorporation, State or Country Code | DE |
Entity Address, Address Line One | 711 High Street |
Entity Address, City or Town | Des Moines |
Entity Address, State or Province | IA |
Entity Address, Postal Zip Code | 50392 |
City Area Code | 515 |
Local Phone Number | 247-5111 |
Written Communications | false |
Soliciting Material | false |
Pre-commencement Tender Offer | false |
Pre-commencement Issuer Tender Offer | false |
Title of 12(b) Security | Common Stock |
Trading Symbol | PFG |
Security Exchange Name | NASDAQ |
Entity Emerging Growth Company | false |
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