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: November 25, 2020
(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
of incorporation) | (Commission file number) | (I.R.S. Employer
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 5.02 Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers
(d) On November 25, 2020, the Board of Directors of Principal Financial Group, Inc. (the “Company”) elected Alfredo Rivera as a new director of the Company and of Principal Life Insurance Company, effective November 25, 2020. There is no arrangement or understanding between Mr. Rivera and any other person pursuant to which Mr. Rivera was selected as a director. Mr. Rivera has no material interest in any prior, existing or proposed transaction or series of transactions with the Company or its management.
Mr. Rivera will serve as a member of the Audit and Human Resources committees of the Board of Directors. Mr. Rivera’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 the Securities and Exchange Commission on April 6, 2020. Pursuant to the established compensation program for non-employee directors, Mr. Rivera will receive a pro-rated grant of Company restricted stock units which will be determined based upon the closing price of Company stock on November 25, 2020, the last trading date prior to the effective date of the grant.
A press release announcing Mr. Rivera’s election is included herewith as Exhibit 99.
Item 9.01 Financial Statements and Exhibits
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 J. Littlefield |
| | Name: | Christopher J. Littlefield |
| | Title: | Executive Vice President, General Counsel and Secretary |
Date: November 30, 2020
