01—Abstract
Summary
Summary of the 8-K filed May 20, 2026. Cited figures are marked; the original filing is the authoritative source.
Principal Financial Group, Inc. held its annual shareholders meeting on May 19, 2026, and this Form 8-K reports the voting results on four proposals.
Shareholders elected five Class I directors, Jonathan S. Auerbach, Mary E. "Maliz" Beams, Jocelyn Carter-Miller, Scott M.
Mills, and Claudio N. Muruzabal, to three-year terms expiring at the 2029 annual meeting. Ms. Beams will stand for reelection with the Class II directors at the 2027 annual meeting to keep the distribution of directors across classes as equal as possible, as described in the 2026 Proxy Statement.
Shareholders approved the advisory vote on executive compensation, with 143,995,731 votes for, 4,652,158 against, 640,675 abstaining, and 13,652,890 broker non-votes. They also approved the Principal Financial Group, Inc. 2026 Stock Incentive Plan, with 145,770,467 votes for, 3,118,949 against, 399,148 abstaining, and 13,652,890 broker non-votes.
The ratification of the appointment of the independent registered public accountants passed with 152,476,036 votes for, 10,211,189 against, and 254,229 abstaining. The report was signed on May 20, 2026 by Christopher Agbe-Davies, Vice President, Associate General Counsel, and Interim Secretary.
02—Key points
Key Highlights
- Annual shareholders meeting held on May 19, 2026.
- Five Class I directors elected to three-year terms expiring at the 2029 annual meeting: Jonathan S. Auerbach, Mary E. "Maliz" Beams, Jocelyn Carter-Miller, Scott M. Mills, and Claudio N. Muruzabal.
- Ms. Beams will stand for reelection with the Class II directors at the 2027 Annual Meeting of Shareholders to maintain balanced class distribution.
- Advisory vote on executive compensation approved, with 143,995,731 votes for and 4,652,158 against.
- Principal Financial Group, Inc. 2026 Stock Incentive Plan approved, with 145,770,467 votes for and 3,118,949 against.
- Ratification of the appointment of independent registered public accountants approved, with 152,476,036 votes for and 10,211,189 against.
03—Questions
Frequently Asked Questions
Which directors were elected at the May 19, 2026 annual meeting?
Shareholders elected Jonathan S. Auerbach, Mary E. "Maliz" Beams, Jocelyn Carter-Miller, Scott M. Mills, and Claudio N. Muruzabal as Class I directors. Each will serve a three-year term expiring at the 2029 annual meeting.
Why is Ms. Beams not serving a full term through 2029?
Ms. Beams will stand for reelection with the Class II directors at the 2027 Annual Meeting of Shareholders. The filing states this is to maintain as nearly as equal as possible distribution of directors across classes, as described in the Company's 2026 Proxy Statement.
Did shareholders approve executive compensation?
Yes. The advisory vote to approve executive compensation received 143,995,731 votes for, 4,652,158 against, 640,675 abstentions, and 13,652,890 broker non-votes.
What did shareholders approve regarding equity compensation?
Shareholders approved the Principal Financial Group, Inc. 2026 Stock Incentive Plan, with 145,770,467 votes for, 3,118,949 against, 399,148 abstentions, and 13,652,890 broker non-votes.
How did shareholders vote on the accountant ratification?
Shareholders ratified the appointment of the independent registered public accountants with 152,476,036 votes for, 10,211,189 against, and 254,229 abstentions. The filing reports no broker non-votes for this proposal.
04—Continue