UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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Securities Exchange Act of 1934
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SECTION 5. CORPORATE GOVERNANCE AND MANAGEMENT
Item 5.07 Submission of Matters to a Vote of Security Holders
Principal Financial Group, Inc.’s (the “Company”) annual meeting of shareholders was held on May 19, 2020 (the “2020 Annual Meeting”). The matters that were voted upon at the 2020 Annual Meeting, and the number of votes cast for or against, as well as the number of abstentions and broker non-votes as to each such matter, as applicable, are set forth below. Abstentions and broker non-votes were treated as being present at the meeting for the purpose of determining a quorum, but were not counted as votes.
At the 2020 Annual Meeting, the shareholders: elected three Class I directors each for a term expiring at the Company’s 2023 Annual Meeting(1); approved an Amended and Restated Directors Stock Plan, as disclosed in the Proxy Statement(2); approved an Amended and Restated Employee Stock Purchase Plan, as disclosed in the Proxy Statement(3); approved, on an advisory basis, the compensation paid to the Company’s Named Executive Officers as disclosed in the Proxy Statement(4); and ratified the appointment of Ernst & Young LLP as the Company’s independent auditor for 2020(5).
The voting results were as follows:
| (1) | Election of Directors |
| VOTES FOR |
VOTES AGAINST |
ABSTAINED | BROKER NON-VOTES |
|||||||||||||
| Jonathan S. Auerbach | 178,141,659 | 1,802,916 | 459,479 | 20,542,360 | ||||||||||||
| Jocelyn Carter-Miller | 173,249,010 | 6,676,490 | 478,554 | 20,542,360 | ||||||||||||
| Scott M. Mills | 175,912,772 | 4,025,518 | 465,765 | 20,542,360 | ||||||||||||
The directors whose terms of office continued and the years their terms expire are as follows:
Class II Directors Continuing in Office Whose Term Expires in 2021
| Roger C. Hochschild |
| Daniel J. Houston |
| Diane C. Nordin |
| Elizabeth E. Tallett |
Class III Directors Continuing in Office Whose Term Expires in 2022
| Michael T. Dan |
| Sandra L. Helton |
| Blair C. Pickerell |
| Votes For | Votes Against | Abstained | Broker Non- Votes | |||||||||||||||
| (2) | Approve Amended and Restated Directors Stock Plan | 175,013,651 | 4,656,546 | 733,858 | 20,542,360 | |||||||||||||
| (3) | Approve Amended and Restated Employee Stock Purchase Plan | 178,841,877 | 994,590 | 567,587 | 20,542,360 | |||||||||||||
| (4) | Advisory Vote on Executive Compensation | 169,495,423 | 10,184,819 | 723,813 | 20,542,360 | |||||||||||||
| (5) | Ratification of Independent Auditors | 189,177,480 | 11,015,533 | 753,402 | 0 | |||||||||||||
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 Littlefield | |
| Name: | Chris Littlefield | |
| Title: | Executive Vice President, General Counsel and Secretary | |
Date: May 21, 2020