0001126328-16-000458.txt : 20160505 0001126328-16-000458.hdr.sgml : 20160505 20160505144022 ACCESSION NUMBER: 0001126328-16-000458 CONFORMED SUBMISSION TYPE: DEFA14A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20160505 DATE AS OF CHANGE: 20160505 EFFECTIVENESS DATE: 20160505 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: DEFA14A SEC ACT: 1934 Act SEC FILE NUMBER: 001-16725 FILM NUMBER: 161623126 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 DEFA14A 1 pfgproxyamendment050316.htm DEFA14A DEFA14A


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No. 1)
Filed by the Registrant  x
Filed by a Party other than the Registrant  o
Check the appropriate box:
o
Preliminary Proxy Statement
o
Confidential, for Use of the Commission Only (as permitted by Rule 14a‑6(e)(2))
o
Definitive Proxy Statement
x
Definitive Additional Materials
o
Soliciting Material Pursuant to §240.14a‑12
 
 
PRINCIPAL FINANCIAL GROUP, INC.
(Name of Registrant as Specified In Its Charter)
 
 
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
x
No fee required.
o
Fee computed on table below per Exchange Act Rules 14a‑6(i)(1) and 0-11.
 
(1)
Title of each class of securities to which transaction applies:

    
 
(2)
Aggregate number of securities to which transaction applies:

    
 
(3)
Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0‑11 (set forth the amount on which the filing fee is calculated and state how it was determined):

    
 
(4)
Proposed maximum aggregate value of transaction:

    
 
(5)
Total fee paid:

    
o
Fee paid previously with preliminary materials.
o
Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.
 
(1)
Amount Previously Paid:
    
 
(2)
Form, Schedule or Registration Statement No.:
    
 
(3)
Filing Party:
    
 
(4)
Date Filed:
    




Explanatory Note
This amendment to Principal Financial Group, Inc.’s proxy statement is filed to correct an administrative error contained in the proxy statement filed with the Securities and Exchange Commission on April 7, 2016 in anticipation of the Company’s annual meeting of shareholders to be held on May 17, 2016. The error appears on page 13 of the proxy statement, which discusses certain relationships and related party transactions.

The error appears in the first paragraph which discusses the Company’s relationship with Nippon Life Insurance Company and Nippon Life Insurance Company of America. Near the end of the third sentence, the amount Nippon paid to Principal Life Insurance Company or its subsidiaries and affiliates for investment services should have been $ 4,381,850.99 and not $757,246.30.

To view the 2015 annual report to shareholders and the proxy statement for the 2016 annual meeting of shareholders, please go to the website https://investors.principal.com/investor-relations/investor-toolkit/shareholder-services/annual-meeting-materials/default.aspx.