PRINCIPAL FINANCIAL GROUP INC 8-K

What Happened Principal Financial Group (PFG) held its annual shareholders meeting on May 19, 2026 and filed an 8-K reporting the results. Shareholders elected all Class I director nominees to three-year terms, approved the advisory vote on executive compensation ("say-on-pay"), ratified the company’s independent auditors, and approved the Principal Financial Group, Inc. 2026 Stock Incentive Plan. The filing notes Mary E. “Maliz” Beams will stand for reelection with the Class II directors at the 2027 annual meeting to balance board class distribution.

Key Details

• Directors elected (votes FOR): Jonathan S. Auerbach 147,522,363; Mary E. “Maliz” Beams 147,350,149; Jocelyn Carter‑Miller 131,550,124; Scott M. Mills 145,397,523; Claudio N. Muruzabal 145,874,024. (All elected to terms expiring in 2029.)
• Advisory vote to approve executive compensation: 143,995,731 FOR; 4,652,158 AGAINST; 640,675 ABSTAINED; 13,652,890 BROKER NON‑VOTES.
• Ratification of independent registered public accountants: 152,476,036 FOR; 10,211,189 AGAINST; 254,229 ABSTAINED; 0 BROKER NON‑VOTES.
• Approval of the Principal Financial Group, Inc. 2026 Stock Incentive Plan: 145,770,467 FOR; 3,118,949 AGAINST; 399,148 ABSTAINED; 13,652,890 BROKER NON‑VOTES.

Why It Matters These results confirm PFG’s board composition for the next three years and show shareholder support for management’s approach to compensation (the advisory say‑on‑pay passed). Ratifying the auditors preserves the company’s accounting relationship, and approval of the 2026 Stock Incentive Plan authorizes new equity awards that may be used for employee and executive compensation going forward—items investors monitor for governance, potential dilution, and alignment of management incentives with shareholder interests.