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| Item 5.02 |
Departure of Directors or Certain Officers; Election of Directors; |
| Appointment of Certain Officers; Compensatory Arrangements of Certain Officers |
| |
| (b) |
On May 17, 2011, Arjun K. Mathrani, a director of Principal Financial Group, Inc. (the |
| |
“Company”) and its wholly-owned subsidiary, Principal Life Insurance Company, |
| |
informed the boards of each such company that he intended to complete his current terms |
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and asked not to be considered for re-election. Mr. Mathrani’s term as a director for both |
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companies expires at the Company’s next annual meeting of shareholders on May 22, |
| |
2012. Mr. Mathrani’s decision not to stand for re-election is not due to a disagreement |
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with the Company on any matter relating to the Company’s operations, policies or |
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practices. Mr. Mathrani was not asked to resign, refrain from standing for re-election or |
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removed for cause from the Company’s board of directors. |
| |
| |
As a result of Mr. Mathrani’s decision not to stand for re-election, Sandra L. Helton will |
| |
replace Mr. Mathrani as chair of the Company’s audit committee of the board of |
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directors, and Jocelyn Carter-Miller will replace Ms. Helton as chair of the finance |
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committee of the board. Ms. Helton and Ms. Carter-Miller will assume their respective |
| |
new positions on August 15, 2011. |
| |
| Item 5.07 |
Submission of Matters to a Vote of Security Holders |
| |
| The Company’s annual meeting of shareholders was held on May 17, 2011 (the “2011 Annual |
| Meeting”). The matters that were voted upon at the 2011 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 2011 Annual Meeting, the shareholders elected four Class I directors each for a term |
| expiring at the Company’s 2014 Annual Meeting (1). The shareholders did not approve a |
| proposal to amend the Company’s Certificate of Incorporation to declassify the Board of |
| Directors (2). The shareholders ratified the appointment of Ernst & Young LLP as the |
| Company’s independent auditor for 2011.(3) The shareholders approved, on an advisory basis, |
| the compensation paid to the Company’s Named Executive Officers as disclosed in the |
| Company’s 2011 proxy statement.(4) |
| |
| Finally, the shareholders voted, on an advisory basis, on the frequency of future advisory votes to |
| approve the compensation paid to the Company’s Named Executive Officers.(5) Because the |
| stockholders’ vote on the frequency of future advisory votes on executive compensation is itself |
| advisory, the result is not binding. The Company expects to publicly disclose within 150 days of |
| the 2011 Annual Meeting its Board of Directors’ determination of the frequency with which |
| future advisory votes on executive compensation will be held. |
