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PFG > SEC Filings for PFG > Form 8-K on 27-May-2014All Recent SEC Filings




Change in Directors or Principal Officers, Financial Statements and

Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers Principal Financial Group, Inc.'s (the "Company") annual meeting of shareholders was held on May 20, 2014 (the "2014 Annual Meeting"). There, the Company's shareholders approved the adoption of the Principal Financial Group, Inc. 2014 Stock Incentive Plan. The Company's board of directors had previously adopted the plan subject to shareholder approval. A summary as well as complete text of the plan is included in the Company's proxy statement, which was filed with the Securities and Exchange Commission on April 7, 2014 (the "Proxy Statement"). Item 5.03 Amendments to Articles of Incorporation or By-laws; Change in Fiscal Year
On May 20, 2014, the Board of Directors of the Company approved an amendment to the Company's Amended and Restated By-laws, effective immediately, to add new
Section 8.11 which provides that, unless the Company consents in writing to the selection of an alternative forum, the Court of Chancery of the State of Delaware will be the sole and exclusive forum for (a) any derivative action or proceeding brought on behalf of the Company, (b) any action asserting a claim of breach of a fiduciary duty owed by any director, officer or other employee of the Company to the Company or the Company's stockholders, (c) any action asserting a claim arising pursuant to any provision of the Delaware General Corporation Law, and (d) any action asserting a claim governed by the internal affairs doctrine.
The foregoing summary of the by-law amendments is qualified in its entirety by reference to the text of the Amended and Restated By-laws as adopted and effective as of May 20, 2014. The Amended and Restated By-laws as adopted and effective as of May 20, 2014, and a copy marked to show changes from the prior Amended and Restated By-laws, are attached hereto as Exhibits 3.1 and 3.2, respectively, and are incorporated herein by this reference. Item 5.07 Submission of Matters to a Vote of Security Holders The matters that were voted upon at the 2014 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 2014 Annual Meeting, the shareholders elected four Class I directors each for a term expiring at the Company's 2017 Annual Meeting (1). In addition, the shareholders approved and adopted the Principal Financial Group, Inc. 2014 Directors Stock Plan, previously adopted by the board of directors subject to shareholder approval, summarized and in complete text in the Proxy Statement
(2). The shareholders approved and adopted the Principal Financial Group, Inc. 2014 Stock Incentive Plan, more fully described above in Item 5.02 (3). The shareholders approved, on an advisory basis, the compensation paid to the Company's Named Executive Officers as disclosed in the Proxy Statement (4). Finally, the shareholders ratified the appointment of Ernst & Young LLP as the Company's independent auditor for 2014 (5).

(1) Election of Directors

Betsy J. Bernard 171,712,481 12,065,114 1,017,944 13,299,884 Jocelyn Carter-Miller 172,441,634 11,322,623 1,031,282 13,299,884 Gary E. Costley 180,365,501 3,397,363 1,032,675 13,299,884 Dennis H. Ferro 183,371,721 498,525 925,293 13,299,884

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 2015 Richard L. Keyser
Luca Maestri
Elizabeth E. Tallett

Class II Directors Continuing in Office Whose Term Expires in 2016 Michael T. Dan
C. Daniel Gelatt
Sandra L. Helton
Larry D. Zimpleman

The voting results were as follows:

Votes For Votes Against Abstained Non-Votes
(2) Approval of 2014 Directors 175,536,716 8,004,248 1,254,575 13,299,884 Stock Plan
(3) Approval of 2014 Stock 167,530,130 16,027,276 1,238,133 13,299,884 Incentive Plan
(4) Advisory Vote on Executive 179,349,950 3,580,079 1,865,510 13,299,884 Compensation
(5) Ratification of Independent 195,590,945 1,628,970 875,508 0 Auditors

Item 9.01 Financial Statements and Exhibits
(d) Exhibits.
Exhibit Number    Description
3.1               Amended and Restated By-laws of Principal Financial Group, Inc.
3.2               Amended and Restated By-laws of Principal Financial Group, Inc.,
                  marked to show amendments effective as of May 20, 2014
99.1              Form of Performance Based Restricted Stock Unit Award Agreement(6)
99.2              Form of Nonqualified Stock Option Award Agreement(6)

(6) To be filed by amendment.

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