Principal Financial (PFG) investors approve directors, pay and 2026 stock plan

Rhea-AI Filing Summary

Principal Financial Group, Inc. reported the results of its annual shareholders meeting held on May 19, 2026. Shareholders elected Class I directors Jonathan S. Auerbach, Mary E. “Maliz” Beams, Jocelyn Carter-Miller, Scott M. Mills, and Claudio N. Muruzabal to three-year terms, with Ms. Beams scheduled to stand for reelection with Class II directors in 2027 to keep board classes balanced.

Shareholders cast an advisory vote to approve executive compensation, with 143,995,731 votes for and 4,652,158 against. They ratified the appointment of the independent registered public accountants with 152,476,036 votes for, and approved the Principal Financial Group, Inc. 2026 Stock Incentive Plan with 145,770,467 votes for and 3,118,949 against.

8-K Event Classification

Item 5.07 — Submission of Matters to a Vote of Security Holders

1 item

Item 5.07 Submission of Matters to a Vote of Security Holders Governance

Results of a shareholder vote on proposals at an annual or special meeting.

Key Figures

Say-on-pay support: 143,995,731 votes for Say-on-pay opposition: 4,652,158 votes against Auditor ratification support: 152,476,036 votes for +3 more

6 metrics

Say-on-pay support 143,995,731 votes for Advisory vote to approve executive compensation at 2026 annual meeting

Say-on-pay opposition 4,652,158 votes against Advisory vote to approve executive compensation

Auditor ratification support 152,476,036 votes for Ratification of independent registered public accountants

2026 Stock Incentive Plan support 145,770,467 votes for Approval of Principal Financial Group, Inc. 2026 Stock Incentive Plan

2026 Stock Incentive Plan opposition 3,118,949 votes against Approval of 2026 Stock Incentive Plan

Broker non-votes on proposals 2 and 4 13,652,890 broker non-votes Executive compensation advisory vote and 2026 Stock Incentive Plan

Key Terms

broker non-votes, Advisory Vote to Approve Executive Compensation, independent registered public accountants, 2026 Stock Incentive Plan, +1 more

5 terms

broker non-votes financial

"ABSTAINED | | BROKER NON-VOTES Jonathan S. Auerbach ... 13,652,890"

Broker non-votes occur when a brokerage firm is unable to vote on a shareholder’s behalf during a company election or decision because the shareholder has not given specific voting instructions, and the broker is not allowed or chooses not to vote on certain matters. They are important because they can affect the outcome of votes, especially when the results are close, by effectively reducing the total number of votes cast.

Advisory Vote to Approve Executive Compensation financial

"(2) | Advisory Vote to Approve Executive Compensation | | 143,995,731"

independent registered public accountants financial

"(3) | Ratification of Appointment of Independent Registered Public Accountants | | 152,476,036"

Independent registered public accountants are external auditing firms licensed to examine a public company’s financial records and issue an objective opinion on whether the financial statements are accurate and follow accounting rules. They matter to investors because their independent check is like a neutral referee confirming the score in a game — it reduces the risk of errors or misleading information and helps investors trust the financial reports used to make decisions.

2026 Stock Incentive Plan financial

"(4) | Approval of the Principal Financial Group, Inc. 2026 Stock Incentive Plan | | 145,770,467"

annual shareholders meeting financial

"held its annual shareholders meeting on May 19, 2026"

An annual shareholders meeting is a yearly gathering where owners of a company review its performance, hear presentations from management, ask questions, and vote on important items such as board members, executive pay, and dividend policies. Think of it as a company town hall where votes and discussions can change leadership, strategy or payouts—outcomes that can directly affect a stock’s future performance and an investor’s rights and returns.

Understanding 8-K Material Events →

false 0001126328 0001126328 2026-05-20 2026-05-20 iso4217:USD xbrli:shares iso4217:USD xbrli:shares

UNITED STATES

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 20, 2026

(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))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock		PFG		Nasdaq Global Select Market

¨ Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§203.405 of this chapter) or rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

      Emerging growth company    ¨

¨ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

Item 5.07 Submission of Matters to a Vote of Security Holders

Principal Financial Group, Inc. (the "Company") held its annual shareholders meeting on May 19, 2026. The result of each matter voted upon at the annual shareholders meeting is set forth below.

(1) Election of Class I director nominees.

The shareholders elected as Class I directors, each to serve for a three-year term that expires at the annual shareholders meeting to be held in 2029, with Ms. Beams standing for reelection with the Class II directors at the 2027 Annual Meeting of Shareholders to maintain as nearly as equal as possible distribution of directors across classes, as described in the Company's 2026 Proxy Statement.

		VOTES FOR		VOTES AGAINST		ABSTAINED		BROKER NON-VOTES
Jonathan S. Auerbach		147,522,363		1,320,440		445,762		13,652,890
Mary E. “Maliz” Beams		147,350,149		1,520,839		417,577		13,652,890
Jocelyn Carter-Miller		131,550,124		17,197,659		540,782		13,652,890
Scott M. Mills		145,397,523		3,381,841		509,200		13,652,890
Claudio N. Muruzabal		145,874,024		2,893,833		520,707		13,652,890

			Votes For		Votes Against		Abstained		Broker Non-Votes
(2)	Advisory Vote to Approve Executive Compensation		143,995,731		4,652,158		640,675		13,652,890
(3)	Ratification of Appointment of Independent Registered Public Accountants		152,476,036		10,211,189		254,229		0
(4)	Approval of the Principal Financial Group, Inc. 2026 Stock Incentive Plan		145,770,467		3,118,949		399,148		13,652,890

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/ Christopher Agbe-Davies
	Name:	Christopher Agbe-Davies
	Title:	Vice President, Associate General Counsel, and Interim Secretary

Date: May 20, 2026

FAQ

What did Principal Financial Group (PFG) shareholders approve at the 2026 annual meeting?

Shareholders approved all key items, including director elections, executive pay on an advisory basis, auditor ratification, and the 2026 Stock Incentive Plan. Each proposal received strong majority support based on the reported vote totals and broker non-vote counts.

How did Principal Financial Group (PFG) shareholders vote on executive compensation in 2026?

Shareholders supported executive compensation with 143,995,731 votes for, 4,652,158 against, and 640,675 abstentions. This was an advisory "say-on-pay" vote, indicating broad backing for the company’s compensation practices at this meeting.

What were the results of the auditor ratification vote for Principal Financial Group (PFG)?

Shareholders ratified the appointment of the independent registered public accountants with 152,476,036 votes for, 10,211,189 against, and 254,229 abstentions. This confirms investor support for the company’s choice of external auditor for financial statement reviews.

Was the Principal Financial Group (PFG) 2026 Stock Incentive Plan approved?

Yes, the 2026 Stock Incentive Plan was approved with 145,770,467 votes for, 3,118,949 against, 399,148 abstentions, and 13,652,890 broker non-votes. Approval authorizes the company to grant equity awards under this updated stock incentive framework.

Which directors were elected at Principal Financial Group’s (PFG) 2026 annual meeting?

Shareholders elected Class I directors Jonathan S. Auerbach, Mary E. “Maliz” Beams, Jocelyn Carter-Miller, Scott M. Mills, and Claudio N. Muruzabal. Each will serve a three-year term, with Ms. Beams standing for reelection in 2027 to balance director classes.

Filing Exhibits & Attachments

3 documents

Other Documents

• EX-101 XBRL TAXONOMY EXTENSION SCHEMA 2.9 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE 33.4 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE 21.8 KB