Principal Financial 8K Departure of Directors or Certain Officers


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: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 5.02		Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

(b)	On May 17, 2011, Arjun K. Mathrani, a director of Principal Financial Group, Inc. (the
	“Company”) and its wholly-owned subsidiary, Principal Life Insurance Company,
	informed the boards of each such company that he intended to complete his current terms
	and asked not to be considered for re-election. Mr. Mathrani’s term as a director for both
	companies expires at the Company’s next annual meeting of shareholders on May 22,
	2012. Mr. Mathrani’s decision not to stand for re-election is not due to a disagreement
	with the Company on any matter relating to the Company’s operations, policies or
	practices. Mr. Mathrani was not asked to resign, refrain from standing for re-election or
	removed for cause from the Company’s board of directors.

	As a result of Mr. Mathrani’s decision not to stand for re-election, Sandra L. Helton will
	replace Mr. Mathrani as chair of the Company’s audit committee of the board of
	directors, and Jocelyn Carter-Miller will replace Ms. Helton as chair of the finance
	committee of the board. Ms. Helton and Ms. Carter-Miller will assume their respective
	new positions on August 15, 2011.

Item 5.07		Submission of Matters to a Vote of Security Holders

The Company’s annual meeting of shareholders was held on May 17, 2011 (the “2011 Annual
Meeting”). The matters that were voted upon at the 2011 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 2011 Annual Meeting, the shareholders elected four Class I directors each for a term
expiring at the Company’s 2014 Annual Meeting (1). The shareholders did not approve a
proposal to amend the Company’s Certificate of Incorporation to declassify the Board of
Directors (2). The shareholders ratified the appointment of Ernst & Young LLP as the
Company’s independent auditor for 2011.(3) The shareholders approved, on an advisory basis,
the compensation paid to the Company’s Named Executive Officers as disclosed in the
Company’s 2011 proxy statement.(4)

Finally, the shareholders voted, on an advisory basis, on the frequency of future advisory votes to
approve the compensation paid to the Company’s Named Executive Officers.(5) Because the
stockholders’ vote on the frequency of future advisory votes on executive compensation is itself
advisory, the result is not binding. The Company expects to publicly disclose within 150 days of
the 2011 Annual Meeting its Board of Directors’ determination of the frequency with which
future advisory votes on executive compensation will be held.


(1)	Election of Directors

		VOTES		VOTES			BROKER
		FOR		AGAINST		ABSTAINED	NON-VOTES
Betsy J. Bernard		192,736,338		3,314,144		585,238	18,786,952
Jocelyn Carter-Miller		192,610,927		3,432,617		591,757	18,786,952
Gary E. Costley		164,128,823		31,656,436		850,784	18,786,952
Dennis H. Ferro		195,012,695		959,426		663,786	18,786,952

	The directors whose terms of office continued and the years their terms expire are as
follows:

Class II Directors Continuing in Office Whose Term Expires in 2012

Richard L. Keyser
Arjun K. Mathrani
Elizabeth E. Tallett

Class III Directors Continuing in Office Whose Term Expires in 2013

Michael T. Dan
C. Daniel Gelatt
Sandra L. Helton
Larry D. Zimpleman

		Votes For		Votes Against		Abstained	Broker Non-
							Votes
(2) Annual Election of		212,489,026		2,453,831		478,481	0
	Directors
(3) Ratification of		213,967,346		860,004		595,774	0
	Independent Auditors
(4) Advisory Vote on
	Executive Compensation 190,841,922			3,856,019		1,937,743	18,786,952

			1 Year		2 Years	3 Years	Abstain	Broker
								Non-Votes
(5) Advisory Vote on the Timing
of Future Advisory Votes on			119,312,112		1,572,465	74,926,166	814,733	18,786,952
	Executive Compensation


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: May 23, 2011

Principal Financial (PFG) 8-KDeparture of Directors or Certain Officers