0001126328-15-000097.txt : 20150320 0001126328-15-000097.hdr.sgml : 20150320 20150320160621 ACCESSION NUMBER: 0001126328-15-000097 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20150318 ITEM INFORMATION: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20150320 DATE AS OF CHANGE: 20150320 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: 15716371 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 pfg8-k032015reitem502.htm 8-K PFG 8-K 032015 re Item 5.02


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: March 18, 2015
(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

(d) On March 18, 2015, the Board of Directors of Principal Financial Group, Inc. (the “Company”) elected Roger C. Hochschild as a new director of the Company and of Principal Life Insurance Company, effective immediately. There is no arrangement or understanding between Mr. Hochschild and any other person pursuant to which Mr. Hochschild was selected as a director. Mr. Hochschild has no material interest in any prior, existing or proposed transaction or series of transactions with the Company or its management.

Effective with the next regularly scheduled meetings to be held in May, Mr. Hochschild will serve as a member of the Audit and Human Resources Committees of the Board of Directors.  Mr. Hochschild’s compensation as a non-employee director will be consistent with that provided to all Company non-employee directors, as described in the Company’s most recent proxy statement filed with the Securities and Exchange Commission.  Pursuant to the established compensation program for non-employee directors, Mr. Hochschild will receive a pro-rated grant of Company restricted stock units which will be determined based upon the closing price of Company stock on April 1, 2015, the effective date of the grant.  

A press release announcing Mr. Hochschild’s election is included herewith as Exhibit 99.

Item 9.01    Financial Statements and Exhibits

Exhibit 99
Press Release Concerning Election of Roger C. Hochschild, dated March 20, 2015



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:    March 20, 2015






EX-99 2 ex99-032015pressrelease.htm PRESS RELEASE MARCH 20, 2015 Ex 99 - 032015 Press Release


EXHIBIT 99
Release:             March 20, 2015
Media contact:         Susan Houser, 515-248-2268, houser.susan@principal.com
Investor contact:    John Egan, 515-235-9500, egan.john@principal.com
The Principal Financial Group Names Hochschild to Board of Directors

(Des Moines, Iowa) - The Principal Financial Group® (NYSE: PFG) announced that Roger C. Hochschild, president and chief operating officer for Discover Financial Services, has joined The Principal® Board of Directors effective March 18, 2015.
“Roger will be a valuable Board member for The Principal. His prior experience with wealth management at Morgan Stanley as well as his technology and consumer financial background from Discover fit very well with our overall strategy,” said Larry D. Zimpleman, chairman and CEO of The Principal.
Hochschild has been in his current role with Discover since 2004. Prior to that, he was executive vice president, chief administrative and chief strategy officer of Morgan Stanley. He was chief marketing officer of Discover before that. Prior to joining Discover, Hochschild worked at MBNA America with responsibility for direct response marketing and Internet strategy.
Hochschild has a bachelor’s degree in economics from Georgetown University and an MBA from the Amos Tuck School at Dartmouth College.
Hochschild commented, “I look forward to working closely with The Principal on continued expansion as the company deepens its extensive global reach and executes its aggressive growth strategy.”
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 $519.3 billion in assets under management2 and serves some 19.7 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 Dec 31, 2014.