| SECURITIES AND EXCHANGE COMMISSION | |||
| Washington, D.C. 20549 | |||
| FORM 8-K/A | |||
| CURRENT REPORT | |||
| Pursuant to Section 13 or 15(d) of the | |||
| Securities Exchange Act of 1934 | |||
| Date of Report:May 17, 2011 | |||
| (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)) | ||
| Item 5.07. Submission of Matters to a Vote of Security Holders. |
| Section 14A of the Securities Exchange Act of 1934 (the “Exchange Act”) requires |
| registrants to hold a non-binding shareholder advisory vote regarding the frequency of voting on |
| executive compensation (“say-on-pay”). The voting frequency can be every year, every two |
| years or every three years. |
| At the Annual Meeting of the Shareholders of Principal Financial Group, Inc. (the |
| “Company”) held on May 17, 2011, approximately 61% of the shares voting on the matter voted |
| in favor of an annual frequency for say-on-pay votes. On August 15, 2011, the Company’s |
| Board of Directors approved an annual frequency for future say-on-pay votes. As a result, a say- |
| on-pay vote will be held each year until the next vote on the frequency of such advisory vote is |
| conducted or until the Board of Directors determines that a different frequency for such advisory |
| vote would be in the best interest of the Company’s shareholders. |
| The results of the stockholder votes at the Annual Meeting were disclosed by the Company |
| on a Current Report on Form 8-K filed on May 23, 2011 (the “Original Report”). This Current |
| Report on Form 8-K/A amends the Original Report solely for the purpose of disclosing the |
| Company’s decision on the frequency of future say-on-pay votes. |
| 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/ Joyce N. Hoffman |
| Name: | Joyce N. Hoffman |
| Title: | Senior Vice President and |
| Corporate Secretary | |
| Date: | August 18, 2011 |