SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report: JULY 31, 2006
(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))
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ITEM 8.01 OTHER EVENTS
This filing clarifies that J. Barry Griswell's ownership of Company common stock
increased between the dates of the Company's 2005 and 2006 proxy statements, and
that Mr. Griswell meets the stock ownership guidelines established for him by
the Company's board of directors.
On July 31, 2006, Principal Financial Group, Inc. (the "Company") was alerted to
a research report published by The Corporate Library, an independent corporate
governance research firm, that indicates J. Barry Griswell, the Company's
chairman and chief executive officer, had sold more than 30% of his holdings in
Company common stock during fiscal year 2005. The report reaches this conclusion
based upon a review of beneficial ownership tables included in the Company's two
most recent proxy statements dated March 31, 2005 and March 31, 2006. The
Company has determined that the number of shares listed in the beneficial
ownership column of the table on page 15 of the Company's most recent proxy
statement, dated March 31, 2006, inadvertently omits common stock directors or
management may have held through a brokerage account - in Mr. Griswell's case,
57,015 shares.
Had all shares of Company common stock been included in the beneficial ownership
column of the table, the table would have shown Mr. Griswell holding beneficial
ownership of 742,643 shares. The number of shares Mr. Griswell had the right to
acquire, as explained in footnote one to the beneficial ownership table on page
15 of the proxy statement, was correctly reported as 682,923 and would not have
changed.
Using the corrected number, Mr. Griswell's ownership increased 53 percent
between the dates of the Company's 2005 and 2006 proxy statements.
Mr. Griswell meets the stock ownership guidelines established for him by the
Company's board of directors. Common Stock, deferred stock-based unit awards
under the Long-Term Performance Plan, interests in Common Stock under the 401(k)
Plan, restricted stock units, performance share units earned and paid in stock
or deferred, and phantom-stock units under the supplemental non-qualified
defined contribution excess plan all qualify towards the ownership requirement.
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
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Name: Joyce N. Hoffman
Title: Senior Vice President and Corporate
Secretary
Date: August 1, 2006
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