01—Abstract
Summary
Summary of the 8-K filed May 22, 2025. Cited figures are marked; the original filing is the authoritative source.
Principal Financial Group, Inc. held its annual shareholders meeting on May 20, 2025, and this Item 5.07 report sets out the vote results on three matters.
Shareholders elected Class III directors to three-year terms expiring at the 2028 annual meeting. The four nominees listed are H. Elizabeth Mitchell, Blair C.
Pickerell, Clare S. Richer, and Deanna D. Strable-Soethout.
Each received more votes for than against, with Mitchell drawing the largest number of votes against (13,687,750). Shareholders also voted on an advisory resolution to approve executive compensation, which received 142,675,128 votes for, 7,735,191 against, and 545,028 abstentions, with 19,322,185 broker non-votes. The ratification of the appointment of the independent registered public accountants received 160,644,877 votes for, 9,439,069 against, and 193,586 abstentions, with no broker non-votes.
The report is signed by Chris Agbe-Davies, Vice President, Associate General Counsel, and Assistant Secretary, and is dated May 21, 2025. The filing reports only the outcome of these shareholder votes. It contains no financial results, guidance, or other operational disclosures.
02—Key points
Key Highlights
- Annual shareholders meeting held on May 20, 2025, with votes reported on three matters.
- Class III director nominees elected to three-year terms expiring at the 2028 annual meeting; H. Elizabeth Mitchell received 136,860,148 votes for and 13,687,750 against.
- Deanna D. Strable-Soethout received the most votes for among the director nominees, at 150,469,142, with 296,375 against.
- Advisory say-on-pay vote on executive compensation approved, with 142,675,128 votes for, 7,735,191 against, and 545,028 abstentions.
- Ratification of the appointment of the independent registered public accountants approved, with 160,644,877 votes for and 9,439,069 against.
- Broker non-votes of 19,322,185 were recorded on the director elections and the executive compensation vote, and none on the auditor ratification.
03—Questions
Frequently Asked Questions
When was the annual shareholders meeting held and what matters were voted on?
The meeting was held on May 20, 2025. Shareholders voted on the election of Class III directors, an advisory vote to approve executive compensation, and the ratification of the appointment of the independent registered public accountants.
How long are the newly elected Class III directors' terms?
Each director was elected to serve a three-year term that expires at the annual shareholders meeting to be held in 2028.
Did shareholders approve the executive compensation proposal?
Yes. The advisory vote received 142,675,128 votes for, 7,735,191 against, and 545,028 abstentions, with 19,322,185 broker non-votes.
Was the appointment of the independent accountants ratified?
Yes. The ratification received 160,644,877 votes for, 9,439,069 against, and 193,586 abstentions. The filing records no broker non-votes on this matter.
04—Continue