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: October 25, 2017
(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))
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Item 5.02 Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers
(d) On October 25, 2017, the Board of Directors of Principal Financial Group, Inc. (the “Company”) elected Diane C. Nordin as a new director of the Company and of Principal Life Insurance Company, effective immediately. There is no arrangement or understanding between Ms. Nordin and any other person pursuant to which Ms. Nordin was selected as a director. Ms. Nordin 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 November, Ms. Nordin will serve as a member of the audit and human resources committees of the Board of Directors. Ms. Nordin'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 4, 2017. Pursuant to the established compensation program for non-employee directors, Ms. Nordin will receive a pro-rated grant of Company restricted stock units which will be determined based upon the closing price of Company stock on October 25, 2017, the effective date of the grant.
A press release announcing Ms. Nordin's election is included herewith as Exhibit 99.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
Exhibit No. | Description |
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: October 25, 2017 | |
Exhibit 99
Release: On receipt, Oct. 25, 2017
Media contact: Erica Jensen, 515.362.0049, jensen.erica@principal.com
Investor contact: John Egan, 515.235.9500, egan.john@principal.com
Principal Names Diane Nordin to Board of Directors
(Des Moines, Iowa) - Principal Financial Group® (NYSE: PFG) announced that Diane C. Nordin, former partner at Wellington Management Company, LLP, has been elected to the Principal Board of Directors, effective today.
“Diane’s global asset management experience will make her a very valuable addition to our board of directors,” said Dan Houston, chairman, president and chief executive officer of Principal®. “Her strategic thinking, deep client relationship experience and strong acumen in the investment world is what we need as we continue to evolve in markets around the globe.”
Nordin, 58, spent over three decades in the investment management business. She joined Wellington Management Company, a private asset management company, in 1991 and was a partner from 1995 to 2011. Throughout her tenure at Wellington, Nordin’s responsibilities spanned product management, client relationship management, and ultimately the oversight of Wellington’s Fixed Income group for which she was responsible for over roughly 20 business teams and 130 investors globally. During her time at Wellington, Nordin served as vice chair of its compensation committee and audit chair of the Wellington Management Trust Company. Nordin also served as an Advanced Leadership Initiative Fellow at Harvard University from December 2011-2012.
Prior to Wellington, Nordin was employed by Fidelity Investments and Putnam Investments. Following her retirement in 2011, she focused on philanthropic endeavors and currently serves on the board of directors of the Federal National Mortgage Association (commonly referred to as Fannie Mae) and Antares Capital, L.P. Nordin has other board affiliations including the CFA Institute, Wheaton College, and Appalachian Mountain Club. Nordin graduated from Wheaton College in 1980 and earned her Chartered Financial Analyst designation in 1991.
About Principal®
Principal helps people and companies around the world build, protect and advance their financial well-being through retirement, insurance and asset management solutions that fit their lives. Our employees are passionate about helping clients of all income and portfolio sizes achieve their goals - offering innovative ideas, investment expertise and real-life solutions to make financial progress possible. To find out more, visit us at principal.com.
Principal, Principal and symbol design and Principal Financial Group are trademarks and service marks of Principal Financial Services, Inc., a member of the Principal Financial Group.
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