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2026-05-20
2026-05-20

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iso4217:USD

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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