0001126328-14-000282.txt : 20141126 0001126328-14-000282.hdr.sgml : 20141126 20141126134426 ACCESSION NUMBER: 0001126328-14-000282 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20141125 ITEM INFORMATION: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers FILED AS OF DATE: 20141126 DATE AS OF CHANGE: 20141126 FILER: COMPANY DATA: COMPANY CONFORMED NAME: PRINCIPAL FINANCIAL GROUP INC CENTRAL INDEX KEY: 0001126328 STANDARD INDUSTRIAL CLASSIFICATION: ACCIDENT & HEALTH INSURANCE [6321] IRS NUMBER: 421520346 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-16725 FILM NUMBER: 141252875 BUSINESS ADDRESS: STREET 1: 711 HIGH STREET CITY: DES MOINES STATE: IA ZIP: 50392-0300 BUSINESS PHONE: 5152475111 MAIL ADDRESS: STREET 1: 711 HIGH STREET CITY: DES MOINES STATE: IA ZIP: 50392-0300 8-K 1 a8-krecooappointment112614.htm 8-K 8-K re COO appointment 112614


SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
__________________
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934

Date of Report: November 25, 2014
(Date of earliest event reported)

PRINCIPAL FINANCIAL GROUP, INC.
(Exact name of registrant as specified in its charter)


Delaware
1-16725
42-1520346
(State or other jurisdiction
(Commission file number)
(I.R.S. Employer
of incorporation)
 
Identification Number)


711 High Street, Des Moines, Iowa 50392
(Address of principal executive offices)

(515) 247-5111
(Registrant’s telephone number, including area code)

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)
[ ]    Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
[ ]    Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
__________________






Item 5.02 Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers

In connection with action taken by the Board of Directors of Principal Financial Group, Inc. (the “Company”), more fully described in the attached exhibit to this report, the Company announced the promotion of Daniel J. Houston to the position of president and chief operating officer of the Company, and his election to the Board of Directors of the Company, all effective November 25, 2014. The text of the announcement is included herewith as Exhibit 99.

Effective November 29, 2014, Mr. Houston’s annual salary will be $675,000, subject to periodic adjustment in accordance with the Company’s regular salary review policy. In addition, Mr. Houston will continue to participate in the Company’s annual and long-term incentive compensation plans, qualified and non-qualified savings and retirement plans and other benefits as described in the Company’s current proxy statement filed with the Securities and Exchange Commission on April 7, 2014. Effective January 1, 2015, Mr. Houston’s annual incentive compensation target will be 200% of base salary, and his long-term incentive compensation target will be 425% of base salary.

The terms and conditions of Mr. Houston’s continued employment and the severance and other termination benefits payable to him in the event of a termination of employment following a “change of control,” as that term is defined in the Company’s current proxy statement, are governed by the severance and change of control agreements described in the Company’s current proxy statement.

Item 9.01 Financial Statements and Exhibits

99 Press Release Announcing Houston Promotion


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/ Karen E. Shaff        
Name:
Karen E. Shaff
Title:
Executive Vice President, General Counsel and Secretary
 
Date:    November 26, 2014






EX-99 2 a8-krerelease112614.htm EXHIBIT 8-K re Release 112614


Exhibit 99

Release:        On receipt, Nov. 26, 2014
Media Contact:        Susan Houser, The Principal, 515.248.2268 (M 515.240.7558),
houser.susan@principal.com
Investor Contact:    John Egan, 515.235.9500, egan.john@principal.com


The Principal Financial Group Names Houston President & COO
Zimpleman continues as chairman and CEO

(Des Moines, Iowa) - The Principal Financial Group® today announced the Board of Directors has elected Daniel J. Houston president and chief operating officer effective immediately. Houston will oversee all global businesses including Principal Global Investors, Principal International, Retirement and Investor Services, and U.S. Insurance Solutions. In addition, Houston was elected to the Board of Directors. Larry D. Zimpleman continues as chairman and chief executive officer. Zimpleman will continue to oversee the company growth strategy, capital management and deployment, and corporate functions.
“The Principal has seen strong growth since the financial crisis due to our global investment management strategy, solid execution and great people. Dan has played an integral role in shaping and executing that strategy,” Zimpleman said. “He brings excellent operational expertise and global awareness along with deep talent leadership skills. In Dan’s 30-year career at The Principal, he has been on the ground in the field, managed numerous businesses, and helped lead the transformation of The Principal to a global investment management leader, all which will give him a clear view of where we’ve been and where this organization will go in the future.”
Houston Background
Houston joined the company in 1984 as a sales representative in the Dallas group and pension office. From there, he held a number of management positions in the company. He was named executive vice president in 2006, president of retirement and investor services in 2008, and president of retirement, insurance and financial services in 2009.
A native of Iowa and raised in Houston, Texas, Houston received his bachelor’s degree from Iowa State University in 1984. He is active on a number of boards including the Partnership for a Healthier America, Employee Benefits Research Institute, America’s Health Insurance Plans, United Way of Central Iowa, Mercy Medical Center and the Iowa State University Business School Dean’s Advisory Council.
Zimpleman Background
Zimpleman joined the company in 1971 as an actuarial student and became a full-time actuary in 1973. From there, he rose to a number of management and leadership positions. He was named senior vice president in 1999, executive vice president in 2001, president of Retirement and Investor




services in 2003, president and COO in 2006, president and CEO in 2008, and became chairman of the board in 2009.
    For more news and insights from The Principal®, connect with us on Twitter at http://twitter.com/ThePrincipal.

About the Principal Financial Group
The Principal Financial Group (The Principal®)1 is a global investment management leader offering retirement services, insurance solutions and asset management. The Principal offers businesses, individuals and institutional clients a wide range of financial products and services, including retirement, asset management and insurance through its diverse family of financial services companies. Founded in 1879 and a member of the FORTUNE 500®, the Principal Financial Group has $513.5 billion in assets under management2 and serves some 19.5 million customers worldwide from offices in Asia, Australia, Europe, Latin America and the United States. Principal Financial Group, Inc. is traded on the New York Stock Exchange under the ticker symbol PFG. For more information, visit www.principal.com.

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1 “The Principal Financial Group” and “The Principal” are registered service marks of Principal Financial Services, Inc., a member of the Principal Financial Group.
2 As of Sept. 30, 2014.