Exhibit 3.1
AMENDED AND RESTATED
CERTIFICATE OF INCORPORATION
OF
PRINCIPAL FINANCIAL GROUP, INC.
ARTICLE I
NAME OF CORPORATION
The name of the corporation is Principal Financial Group, Inc. (the
"Corporation").
ARTICLE II
REGISTERED OFFICE
The Corporation's registered office in the State of Delaware is at 1209 N.
Orange Street, City of Wilmington, County of Newcastle, Delaware 19801. The name
of its registered agent at such address is The Corporation Trust Company.
ARTICLE III
PURPOSE
The nature of the business of the Corporation and its purpose is to engage
in any lawful act or activity for which corporations may be organized under the
General Corporation Law of the State of Delaware.
ARTICLE IV
STOCK
Section 1. Authorized Stock. The aggregate number of shares of stock that
the Corporation shall have authority to issue is 2,500,000,000 shares of common
stock, par value $.01 per share (the "Common Stock"), and 500,000,000 shares of
preferred stock, par value $.01 per share (the "Preferred Stock"). The number of
authorized shares of the Common Stock and the Preferred Stock or any other class
of stock may be increased or decreased (but not below the number of shares
thereof then outstanding) by the affirmative vote of the holders of a majority
of the combined voting power of the outstanding shares of stock of the
Corporation entitled to vote thereon, and, irrespective of Section 242(b)(2) of
the Delaware General Corporation Law, no vote of the holders of any of the
Common Stock, the Preferred Stock or any other class of stock, voting separately
as a class, shall be required therefor.
Section 2. Preferred Stock.
(a) The Preferred Stock may be issued at any time and from time to time in
one or more series. The Board of Directors is hereby authorized to provide for
the issuance of shares of Preferred Stock in series and, by filing a certificate
of designation pursuant to the applicable provisions of the General Corporation
Law of the State of Delaware (hereinafter referred to as a "Preferred Stock
Certificate of Designation"), to establish from time to time the number of
shares to be included in each such series, and to fix the designation, powers,
preferences and rights of shares of each such series and the qualifications,
limitations and restrictions thereof.
(b) The authority of the Board of Directors with respect to each series of
Preferred Stock shall include, but not be limited to, determination of the
following:
(i) the designation of the series, which may be by distinguishing
number, letter or title;
(ii) the number of shares of the series, which number the Board of
Directors may thereafter (except where otherwise provided in
the applicable Preferred Stock Certificate of Designation)
increase or decrease (but not below the number of shares
thereof then outstanding);
(iii) whether dividends, if any, shall be cumulative or
noncumulative and the dividend rate of the series;
(iv) whether dividends, if any, shall be payable in cash, in kind
or otherwise;
(v) the dates on which dividends, if any, shall be payable;
(vi) the redemption rights and price or prices, if any, for shares
of the series;
(vii) the terms and amount of any sinking fund provided for the
purchase or redemption of shares of the series;
(viii) the amounts payable on shares of the series in the event of
any voluntary or involuntary liquidation, dissolution or
winding up of the affairs of the Corporation;
(ix) whether the shares of the series shall be convertible or
exchangeable into shares of any other class or series, or any
other security, of the Corporation or any other corporation,
and, if so, the specification of such other class or series or
such other security, the conversion or exchange price or
prices or rate or rates, any adjustments thereof, the date or
dates as of which such shares shall
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be convertible or exchangeable and all other terms and
conditions upon which such conversion or exchange may be made;
(x) restrictions on the issuance of shares of the same series or
of any other class or series; and
(xi) whether or not the holders of the shares of such series shall
have voting rights, in addition to the voting rights provided
by law, and if so, the terms of such voting rights, which may
provide, among other things and subject to the other
provisions of this Amended and Restated Certificate of
Incorporation, that each share of such series shall carry one
vote or more or less than one vote per share, that the holders
of such series shall be entitled to vote on certain matters as
a separate class (which for such purpose may be comprised
solely of such series or of such series and one or more other
series or classes of stock of the Corporation) and that all
the shares of such series entitled to vote on a particular
matter shall be deemed to be voted on such matter in the
manner that a specified portion of the voting power of the
shares of such series or separate class are voted on such
matter.
(c) The Common Stock shall be subject to the express terms of the
Preferred Stock and any series thereof.
(d) Subject to the rights of the holders of any series of Preferred Stock,
the number of authorized shares of any series of Preferred Stock may be
increased or decreased (but not below the number of shares thereof then
outstanding) by resolution of the Board of Directors and approved by the
affirmative vote of the holders of a majority of the voting power of all
outstanding shares of Common Stock of the Corporation and all other outstanding
shares of stock of the Corporation entitled to vote on such matter irrespective
of the provisions of Section 242(b)(2) of the General Corporation Law of the
State of Delaware or any corresponding provision hereafter enacted, with such
outstanding shares of Common Stock and other stock considered for this purpose a
single class.
(e) Except as otherwise required by law, holders of Common Stock, as such,
shall not be entitled to vote on any amendment to this Amended and Restated
Certificate of Incorporation or to a Preferred Stock Certificate of Designation
that alters or changes the powers, preferences, rights or other terms of one or
more outstanding series of Preferred Stock if the holders of such affected
series are entitled, either separately or together with the holders of one or
more other series of Preferred Stock, to vote thereon as a separate class
pursuant to this Amended and Restated Certificate of Incorporation or a
Preferred Stock Certificate of Designation or pursuant to the General
Corporation Law of the State of Delaware as currently in effect or as the same
may hereafter be amended.
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Section 3. Voting in Election of Directors. Except as may be required by
law or as provided in this Amended and Restated Certificate of Incorporation or
in a Preferred Stock Certificate of Designation, holders of Common Stock shall
have the exclusive right to vote for the election of Directors and for all other
purposes, and holders of Preferred Stock shall not be entitled to vote on any
matter or receive notice of any meeting of stockholders.
Section 4. Owner. The Corporation shall be entitled to treat the person in
whose name any share of its stock is registered as the owner thereof for all
purposes and shall not be bound to recognize any equitable or other claim to, or
interest in, such share on the part of any other person, whether or not the
Corporation shall have notice thereof, except as expressly provided by
applicable law.
Section 5. Shareholder Rights Plans. The Board of Directors is hereby
authorized to create and issue, whether or not in connection with the issuance
and sale of any of the Corporation's stock or other securities or property,
rights entitling the holders thereof to purchase from the Corporation shares of
stock or other securities of the Corporation or any other corporation. The times
at which and the terms upon which such rights are to be issued will be
determined by the Board of Directors and set forth in the contracts or
instruments that evidence such rights. The authority of the Board of Directors
with respect to such rights shall include, but not be limited to, determination
of the following:
(a) the initial purchase price per share or other unit of the
stock or other securities or property to be purchased upon
exercise of such rights;
(b) provisions relating to the times at which and the
circumstances under which such rights may be exercised or sold
or otherwise transferred, either together with or separately
from, any other stock or other securities of the Corporation;
(c) provisions which adjust the number or exercise price of such
rights, or amount or nature of the stock or other securities
or property receivable upon exercise of such rights, in the
event of a combination, split or recapitalization of any stock
of the Corporation, a change in ownership of the Corporation's
stock or other securities or a reorganization, merger,
consolidation, sale of assets or other occurrence relating to
the Corporation or any stock of the Corporation, and
provisions restricting the ability of the Corporation to enter
into any such transaction absent an assumption by the other
party or parties thereto of the obligations of the Corporation
under such rights;
(d) provisions which deny the holder of a specified percentage of
the outstanding stock or other securities of the Corporation
the right to
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exercise such rights and/or cause the rights held by such
holder to become void;
(e) provisions which permit the Corporation to redeem such rights;
and
(f) the appointment of a rights agent with respect to such rights.
ARTICLE V
BOARD OF DIRECTORS;
MANAGEMENT OF THE CORPORATION
Section 1. Classified Board. The Directors of the Corporation, subject to
the rights of the holders of shares of any class or series of Preferred Stock,
shall be classified with respect to the time for which they severally hold
office, into three classes, as nearly equal in number as possible, as shall be
provided in the By-laws of the Corporation, one class ("Class I") whose initial
term expires at the 2002 annual meeting of stockholders, another class ("Class
II") whose initial term expires at the 2003 annual meeting of stockholders, and
another class ("Class III") whose initial term expires at the 2004 annual
meeting of stockholders, with each class to hold office until its successors are
elected and qualified. At each annual meeting of stockholders of the
Corporation, the date of which will be fixed pursuant to the By-Laws of the
Corporation, and subject to the rights of the holders of shares of any class or
series of Preferred Stock, the successors of the class of Directors whose term
expires at that meeting shall be elected to hold office for a term expiring at
the annual meeting of stockholders held in the third year following the year of
their election.
Section 2. Director Discretion. In determining what he or she reasonably
believes to be in the best interests of the Corporation in the performance of
his or her duties as a director, a Director may consider, to the extent
permitted by law, both in the consideration of tender and exchange offers,
mergers, consolidations and sales of all or substantially all of the
Corporation's assets and otherwise, such factors as the Board of Directors
determines to be relevant, including without limitation:
(a) the interests of the policyholders of the Corporation's
subsidiaries;
(b) the long-term and short-term interests of the Corporation and its
stockholders, including the possibility that the interests may be
best served by the continued independence of the Corporation;
(c) whether the proposed transaction might violate state or federal
laws;
(d) if applicable, not only the consideration being offered in a
proposed transaction, in relation to the then current market price
for the outstanding capital stock of the Corporation over a period
of years, the estimated price that might be achieved in a negotiated
sale of the Corporation as a whole or in part through orderly
liquidation, the premiums over market price for
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the securities of other corporations in similar transactions,
current political, economic and other factors bearing on securities
prices and the Corporation's financial condition and future
prospects; and
(e) the interests of the Corporation's employees, suppliers, creditors
and customers, the economy of the state, region and nation, and
community and societal considerations.
In connection with any such evaluation, the Board of Directors is authorized to
conduct such investigations and to engage in such legal proceedings as the Board
of Directors may determine.
Section 3. Management of Business. The following provisions are inserted
for the management of the business and for the conduct of the affairs of the
Corporation and for the purpose of creating, defining, limiting and regulating
the powers of the Corporation and its Directors and stockholders:
(a) Subject to the rights of any holders of any series of Preferred
Stock, if any, to elect additional Directors under specified
circumstances, the holders of a majority of the combined voting
power of the then outstanding stock of the Corporation entitled to
vote generally in the election of Directors may remove any Director
or the entire Board of Directors, but only for cause.
(b) Vacancies in the Board of Directors resulting from death,
resignation, retirement, disqualification, removal from office or
other cause and newly created Directorships resulting from any
increase in the authorized number of Directors shall be filled in
the manner provided in the By-Laws of the Corporation.
(c) Advance notice of nominations for the election of Directors shall be
given in the manner and to the extent provided in the By-Laws of the
Corporation.
(d) The election of Directors may be conducted in any manner approved by
the Board of Directors at the time when the election is held and
need not be by written ballot.
(e) All corporate powers and authority of the Corporation (except as at
the time otherwise provided by law, by this Amended and Restated
Certificate of Incorporation or by the By-Laws) shall be vested in
and exercised by the Board of Directors.
(f) The Board of Directors shall have the power without the assent or
vote of the stockholders to adopt, amend, alter or repeal the
By-Laws of the Corporation, except to the extent that the By-Laws or
this Amended and Restated Certificate of Incorporation otherwise
provide. In addition to any requirements of law and any other
provision of this Amended and Restated Certificate of Incorporation,
the stockholders of the Corporation
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may adopt, amend, alter or repeal any provision of the By-Laws upon
the affirmative vote of the holders of three-fourths (3/4) or more
of the combined voting power of the then outstanding stock of the
Corporation entitled to vote generally in the election of Directors.
ARTICLE VI
LIABILITY OF DIRECTORS
Section 1. General. No Director of the Corporation shall be liable to the
Corporation or its stockholders for monetary damages for breach of his or her
fiduciary duty as a Director, except to the extent that such exemption from
liability or limitation thereof is not permitted under the Delaware General
Corporation Law as currently in effect or as the same may hereafter be amended.
Section 2. Repeal or Modification. Any repeal or modification of this
Article VI by the stockholders of the Corporation shall not adversely affect any
right or protection of a Director, officer or the Corporation existing at the
time of such repeal or modification. If the General Corporation Law of the State
of Delaware is amended after the filing of this Amended and Restated Certificate
of Incorporation to authorize corporate action further eliminating or limiting
the personal liability of Directors, then the liability of a Director of the
Corporation shall be eliminated or limited to the fullest extent permitted by
the General Corporation Law of the State of Delaware, as so amended.
ARTICLE VII
NO STOCKHOLDER ACTIONS BY WRITTEN CONSENT
Effective as of the time the Common Stock shall be registered pursuant to
the provisions of the Securities Exchange Act of 1934, as amended, any action
required or permitted to be taken by the stockholders of the Corporation must be
effected at a duly called annual or special meeting of the stockholders of the
Corporation, and the ability of the stockholders to consent in writing to the
taking of any action is specifically denied.
ARTICLE VIII
PROHIBITION ON ACQUISITION OF SECURITIES
Pursuant to Section 13 of Chapter 508B of Title XIII of the Code of Iowa
(2001), a person shall not directly or indirectly acquire or offer to acquire
the beneficial ownership of more than five percent of any class of voting
security of the Corporation for a period of five years following the effective
date of the conversion of Principal Mutual Holding Company from a mutual
insurance holding company into a stock company pursuant to the Plan of
Conversion adopted March 31, 2001, without the prior approval of the Insurance
Commissioner of the State of Iowa and the Board of Directors of the reorganized
company. For the purposes of this Article IX, the term "beneficial ownership"
has the meaning set forth in Section 13 of Chapter 508B of Title XIII of the
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Code of Iowa (2001) and the term "reorganized company" has the meaning set forth
in Section 1 of Chapter 508B of Title XIII of the Code of Iowa (2001).
ARTICLE IX
AMENDMENT
The Corporation reserves the right to amend or repeal any provision
contained in this Amended and Restated Certificate of Incorporation in the
manner now or hereafter prescribed by the laws of the State of Delaware, and all
rights herein conferred upon stockholders or Directors (in the present form of
this Amended and Restated Certificate of Incorporation or as hereinafter
amended) are granted subject to this reservation; provided, however, that any
amendment or repeal of Article VI of this Amended and Restated Certificate of
Incorporation shall not adversely affect any right or protection existing
hereunder immediately prior to such amendment or repeal; and, provided, further,
that Articles V, VI, VII, VIII or IX of this Amended and Restated Certificate of
Incorporation shall not be amended, altered or repealed without the affirmative
vote of the holders of at least three-fourths (3/4) of the combined voting
power of the then outstanding stock of the Corporation entitled to vote
generally in the election of Directors.
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