UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
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Emerging growth company
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EXPLANATORY NOTE
Item 5.07. Submission of Matters to a Vote of Security Holders
Section 14A of the Securities Exchange Act of 1934 requires registrants to hold a non-binding shareholder advisory vote regarding the frequency of voting on executive compensation. The voting frequency can be every year, every two years, or every three years.
At the 2023 Annual Meeting, the Company’s shareholders voted on, among other matters, an advisory vote regarding the frequency of future advisory votes for say-on-pay. Approximately 97% of the shares voting on the matter voted in favor of an annual frequency for say-on-pay votes. In response to the voting results and other factors, the Company’s Board of Directors determined at a meeting held on August 14, 2023, that the Company will hold an advisory vote for say-on-pay every year. As a result, a say-on-pay vote will be held each year until the next vote on the frequency of such advisory vote is conducted or until the Board of Directors determines that a different frequency for such advisory vote would be in the best interest of the Company’s shareholders.
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: August 16, 2023