S-8 POS 1 tm2329760d1_s8pos.htm S-8 POS

 

As filed with the Securities and Exchange Commission on November 3, 2023

Registration No. 333-260964

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

 

POST-EFFECTIVE AMENDMENT NO. 1

TO

FORM S-8

REGISTRATION STATEMENT NO. 333-260964

UNDER

THE SECURITIES ACT OF 1933

 

 

 

PRINCIPAL FINANCIAL GROUP, INC.

(Exact name of registrant as specified in its charter)

 

DELAWARE 42-1520346
(State or other jurisdiction of incorporation or
organization)
(I.R.S. Employer Identification No.)

 

 

711 High Street

Des Moines, Iowa 50392

(Address of principal executive offices, including zip code)

 

THE PRINCIPAL SELECT SAVINGS PLAN

(Full title of the plan)

 

Christopher Agbe-Davies, Esq.

Vice President, Associate General Counsel and Assistant Secretary

Principal Financial Group, Inc.

711 High Street

Des Moines, Iowa 50392

(515) 878-0909

(Name, address and telephone number of agent for service)

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act (Check one):

 

  Large accelerated filer x Accelerated filer ¨
  Non-accelerated filer ¨ Smaller reporting company ¨
      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 7(a)(2)(B) of the Securities Act. ¨

 

 

 

 

 

EXPLANATORY NOTE

 

On November 10, 2021, Principal Financial Group, Inc. (the “Company”) filed the original Registration Statement on Form S-8, File No. 333-260964 (“Original S-8”) to register 5,000,000 shares of the Company’s common stock issuable under The Principal Select Savings Plan for Employees (“Employee Plan”) and The Principal Select Savings Plan for Individual Field (“Individual Field Plan”), and an indeterminate number of plan interests pursuant to the Employee Plan and Individual Field Plan.

 

Effective December 28, 2022, the Individual Field Plan was merged with and into the Employee Plan and individuals previously eligible to participate under the Individual Field Plan became eligible to participate in the Employee Plan, which was renamed The Principal Select Savings Plan.

 

This Post-Effective Amendment is being filed to reflect the merger of the plans and update the name of the successor plan.

 

 

 

 

PART II

 

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

 

Item 8. Exhibits.

 

Exhibit Index

 

Exhibit
No.

  Description of Exhibit
   
24   Powers of Attorney.

 

 

 

 

Signatures

 

The Registrant. Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Post-Effective Amendment to Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Des Moines, State of Iowa, on November 3, 2023.

 

  PRINCIPAL FINANCIAL GROUP, INC.
   
  By: /s/ Daniel J. Houston
    Daniel J. Houston
    Chairman, President and Chief Executive Officer

 

The Plan. Pursuant to the requirements of the Securities Act of 1933, the Administrator of The Principal Select Savings Plan certifies that it has reasonable grounds to believe that it meets all requirements for filing on Form S-8 and has duly caused this Post-Effective Amendment to Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Des Moines, State of Iowa, on November 3, 2023.

 

  THE PRINCIPAL SELECT SAVINGS PLAN

 

  By: Principal Life Insurance Company
    Benefit Plans Administration Committee

 

  By: /s/ Lisa Coulson
    Lisa Coulson
    Committee Chair

 

 

 

 

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed below by the following persons in the capacities and on the date indicated.

 

Dated: November 3, 2023

 

Majority of Directors

 

By *   By *
  Daniel J. Houston
Chairman, President, Chief Executive Officer and Director
    Scott M. Mills
Director
     
By /s/ Deanna D. Strable-Soethout   By *
  Deanna D. Strable-Soethout
Executive Vice President and Chief Financial Officer
    Claudio N. Muruzabal
Director
     
By *   By *
  Jonathan S. Auerbach
Director
    Diane C. Nordin
Director
     
By *   By *
  Mary E. Beams
Director
    Blair C. Pickerell
Director
     
By *   By *
  Jocelyn Carter-Miller
Director
    Clare S. Richer
Director
     
By *   By *
  Roger C. Hochschild
Director
    Alfredo Rivera
Director  

 

*Deanna D. Strable-Soethout, by signing her name hereto, does hereby sign this document on behalf of each of the above-named directors of the Registrant pursuant to the powers of attorney duly executed by such persons.

 

  By /s/ Deanna D. Strable-Soethout  
    Deanna D. Strable-Soethout, Attorney-in-Fact