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 18, 2021 (the “2021 Annual Meeting”). The matters that were voted upon at the 2021 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 2021 Annual Meeting, the shareholders: elected four Class II directors each for a term expiring at the Company’s 2024 Annual Meeting(1); approved, on an advisory basis, the compensation paid to the Company’s Named Executive Officers as disclosed in the Proxy Statement(2); ratified the appointment of Ernst & Young LLP as the Company’s independent auditor for 2021(3); and approved the Principal Financial Group, Inc. 2021 Stock Incentive Plan, as disclosed in the Proxy Statement(4).
The voting results were as follows:
| (1) | Election of Directors |
| VOTES FOR | VOTES AGAINST |
ABSTAINED | BROKER NON-VOTES | |||||||||
| Roger C. Hochschild | 171,297,478 | 8,388,768 | 330,868 | 21,185,549 | ||||||||
| Daniel J. Houston | 169,574,991 | 9,447,540 | 994,583 | 21,185,549 | ||||||||
| Diane C. Nordin | 178,107,316 | 1,587,186 | 322,612 | 21,185,549 | ||||||||
| Alfredo Rivera | 176,834,822 | 2,696,622 | 485,670 | 21,185,549 |
The directors whose terms of office continued and the years their terms expire are as follows:
Class III Directors Continuing in Office Whose Term Expires in 2022
| Michael T. Dan |
| Sandra L. Helton |
| Blair C. Pickerell |
| Clare S. Richer |
Class I Directors Continuing in Office Whose Term Expires in 2023
| Jonathan S. Auerbach |
| Mary E. Beams |
|
Jocelyn Carter-Miller |
| Scott M. Mills |
As previously disclosed, Claudio Muruzabal was elected to the Board of Directors as a Class I director for a term commencing July 1, 2021 and expiring in 2023.
Votes For | Votes Against | Abstained | Broker Non-Votes | |||||||||||
| (2) | Advisory Vote to Approve Executive Compensation | 167,630,955 | 11,794,267 | 591,892 | 21,185,549 | |||||||||
| (3) | Ratification of Appointment of Independent Auditors | 189,084,547 | 11,817,107 | 301,009 | --- | |||||||||
| (4) | Approve Principal Financial Group, Inc. 2021 Stock Incentive Plan | 162,881,766 | 16,389,608 | 745,740 | 21,185,549 |
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 19, 2021