UNITED STATES
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FORM
CURRENT REPORT
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Item 5.02 Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers
(d) On August 19, 2019, the Board of Directors of Principal Financial Group, Inc. (the “Company”) elected Jonathan S. Auerbach as a new director of the Company and of Principal Life Insurance Company, effective September 15, 2019. There is no arrangement or understanding between Mr. Auerbach and any other person pursuant to which Mr. Auerbach was selected as a director. Mr. Auerbach has no material interest in any prior, existing or proposed transaction or series of transactions with the Company or its management.
Effective with the Board’s annual retreat to be held in September, Mr. Auerbach will serve as a member of the finance and nominating and governance committees of the Board of Directors. Mr. Auerbach’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 on April 9, 2019. Pursuant to the established compensation program for non-employee directors, Mr. Auerbach will receive a pro-rated grant of Company restricted stock units which will be determined based upon the closing price of Company stock on September 13, 2019, the last trading date prior to the effective date of the grant.
A press release announcing Mr. Auerbach's election is included herewith as Exhibit 99.
Item 9.01 Financial Statements and Exhibits
| 99 | Press Release Concerning Election of Jonathan Auerbach, dated August 19, 2019 |
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: August 20, 2019