Form 8-K - Current report

UNITED STATES

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: May 23, 2024

(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))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock		PFG		Nasdaq Global Select Market

¨	Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§203.405 of this chapter) or rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

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 13(a) of the Exchange Act.

Item 5.07 Submission of Matters to a Vote of Security Holders

Principal Financial Group, Inc. held its Annual Meeting of Shareholders on May 21, 2024 (the “Annual Meeting”). The result of each matter voted upon at the Annual Meeting is set forth below.

(1)

Election of Class II director nominees.

The shareholders elected as Class II directors, each to serve for a three-year term that expires at the annual meeting of shareholders to be held in 2027.

		VOTES FOR		VOTES AGAINST		ABSTAINED		BROKER NON-VOTES
Roger C. Hochschild			136,477,018		14,810,683		143,222		20,051,410
Daniel J. Houston			142,419,487		8,758,755		252,681		20,051,410
Diane C. Nordin			149,798,596		1,495,540		136,787		20,051,410
Alfredo Rivera			148,960,351		2,324,014		146,558		20,051,410

		Votes For		Votes Against		Abstained		Broker Non-Votes
(2)	Advisory Vote to Approve Executive Compensation		144,597,913		6,488,259		344,751		20,051,410
(3)	Ratification of Appointment of Independent Registered Public Accountants		163,094,880		8,191,181		196,272		---

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/ Chris Agbe-Davies
	Name:	Chris Agbe-Davies
	Title:	Vice President, Associate General Counsel and Assistant Secretary

Date: May 23, 2024

Cover	May 23, 2024
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	May 23, 2024
Entity File Number	1-16725
Entity Registrant Name	PRINCIPAL FINANCIAL GROUP, INC.
Entity Central Index Key	0001126328
Entity Tax Identification Number	42-1520346
Entity Incorporation, State or Country Code	DE
Entity Address, Address Line One	711 High Street
Entity Address, City or Town	Des Moines
Entity Address, State or Province	IA
Entity Address, Postal Zip Code	50392
City Area Code	515
Local Phone Number	247-5111
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock
Trading Symbol	PFG
Security Exchange Name	NASDAQ
Entity Emerging Growth Company	false