Item 5.02 Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers
(d) On
(the "Company") elected
Company and of
is no arrangement or understanding between
pursuant to which
no material interest in any prior, existing or proposed transaction or series
of transactions with the Company or its management.
Ms. Mitchell will serve as a member of the Audit and Finance committees of the Board of Directors.Ms. Mitchell's compensation as a non-employee director will be consistent with that provided to all Company non-employee directors, as described in the Company's most recent proxy statement filed with theSecurities and Exchange Commission onApril 4, 2022 . Pursuant to the established compensation program for non-employee directors,Ms. Mitchell will receive a pro-rated grant of Company restricted stock units which will be determined based upon the closing price of Company stock onMay 18, 2022 .
A press release announcing
Item 5.07 Submission of Matters to a Vote of Security Holders
Principal Financial Group, Inc.'s (the "Company") annual meeting of shareholders was held onMay 17, 2022 (the "2022 Annual Meeting"). The matters that were voted upon at the 2022 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 2022 Annual Meeting, the shareholders: elected three Class III directors each for a term expiring at the Company's 2025 Annual Meeting(1); approved, on an advisory basis, the compensation paid to the Company's Named Executive Officers as disclosed in the Proxy Statement(2); and ratified the appointment ofErnst & Young LLP as the Company's independent auditor for 2022(3).
The voting results were as follows:
(1) Election of Directors VOTES VOTES BROKER FOR AGAINST ABSTAINED NON-VOTES Michael T. Dan 154,397,949 11,341,669 1,384,188 19,944,691 Blair C. Pickerell 161,011,534 5,329,696 782,576 19,944,691 Clare S. Richer 164,349,106 2,018,945 755,755 19,944,691
The directors whose terms of office continued and the years their terms expire are as follows:
Class I Directors Continuing in Office Whose Term Expires in 2023
Jonathan S. Auerbach Mary E. Beams Jocelyn Carter-Miller Scott M. Mills Claudio Muruzabal
Class II Directors Continuing in Office Whose Term Expires in 2024
Roger C. Hochschild Daniel J. Houston Diane C. Nordin Alfredo Rivera Votes Broker Votes For Against Abstained Non-Votes (2) Advisory Vote to Approve Executive Compensation 158,693,851 7,431,800 998,155 19,944,691 (3) Ratification of Appointment of Independent Auditors 164,886,333 21,726,009 456,155 ---
Item 9.01 Financial Statements and Exhibits
99 Press Release Concerning Election ofLiz Mitchell , datedMay 18, 2022
104 Cover Page to this Current Report on Form 8-K in Inline XBRL
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