SEC EDGAR · 8-K
8-K – 2026-05-20 – tm2615128d1_8k.htm
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false 0001126328 0001126328 2026-05-20 2026-05-20 iso4217:USD xbrli:shares iso4217:USD xbrli:shares UNITED STATES 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: May 20, 2026 (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)) Securities registered pursuant to Section 12(b) of the Act: Title of each class Trading Symbol(s) Name of each exchange on which registered Common Stock PFG Nasdaq Global Select Market ¨ Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§203.405 of this chapter) or rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth company ¨ ¨ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. Item 5.07 Submission of Matters to a Vote of Security Holders Principal Financial Group, Inc. (the "Company") held its annual shareholders meeting on May 19, 2026. The result of each matter voted upon at the annual shareholders meeting is set forth below. (1) Election of Class I director nominees. The shareholders elected as Class I directors, each to serve for a three-year term that expires at the annual shareholders meeting to be held in 2029, with Ms. Beams standing for reelection with the Class II directors at the 2027 Annual Meeting of Shareholders to maintain as nearly as equal as possible distribution of directors across classes, as described in the Company's 2026 Proxy Statement. VOTES FOR VOTES AGAINST ABSTAINED BROKER NON-VOTES Jonathan S. Auerbach 147,522,363 1,320,440 445,762 13,652,890 Mary E. “Maliz” Beams 147,350,149 1,520,839 417,577 13,652,890 Jocelyn Carter-Miller 131,550,124 17,197,659 540,782 13,652,890 Scott M. Mills 145,397,523 3,381,841 509,200 13,652,890 Claudio N. Muruzabal 145,874,024 2,893,833 520,707 13,652,890 Votes For Votes Against Abstained Broker Non-Votes (2) Advisory Vote to Approve Executive Compensation 143,995,731 4,652,158 640,675 13,652,890 (3) Ratification of Appointment of Independent Registered Public Accountants 152,476,036 10,211,189 254,229 0 (4) Approval of the Principal Financial Group, Inc. 2026 Stock Incentive Plan 145,770,467 3,118,949 399,148 13,652,890 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/ Christopher Agbe-Davies Name: Christopher Agbe-Davies Title: Vice President, Associate General Counsel, and Interim Secretary Date: May 20, 2026