Business Context and Reporting Period
This Form 8-K filing by Principal Financial Group, Inc. reports on the results of the company's 2013 Annual Meeting of Shareholders held on May 21, 2013. The report details the outcomes of shareholder votes regarding director elections, corporate governance amendments, executive compensation, and auditor ratification.
Key Financial Metrics
This filing is a current report regarding corporate governance events and does not contain financial performance data. There are no disclosures regarding revenue, profit, cash flow, margins, debt, or liquidity in this document.
Material Changes and Voting Results
The following matters were submitted to a vote of security holders:
- Election of Directors: Shareholders elected three Class III directors (Michael T. Dan, C. Daniel Gelatt, Sandra L. Helton, and Larry D. Zimpleman) for terms expiring in 2016. All nominees received majority support, though Larry D. Zimpleman received the highest number of "Against" votes among the nominees.
- Annual Election of All Directors: Shareholders did not approve a proposal to amend the Certificate of Incorporation to elect all directors on an annual basis. The vote was 180,243,940 For vs. 2,943,896 Against.
- Executive Compensation: Shareholders approved, on an advisory basis, the compensation paid to Named Executive Officers. The vote was 179,088,778 For vs. 3,295,483 Against.
- Auditor Ratification: Shareholders ratified the appointment of Ernst & Young LLP as the independent auditor for 2013. The vote was 193,314,929 For vs. 1,474,466 Against.
Guidance, Outlook, and Risks
This filing contains no management commentary, financial guidance, outlook, or discussion of risks and contingencies. It is strictly a record of shareholder voting outcomes.
Investor Verification Checklist
- Verify the specific terms of office for the newly elected Class III directors (expiring 2016) versus continuing Class I and Class II directors.
- Note the rejection of the proposal to move to an annual election cycle for all directors, indicating shareholder preference for the current staggered board structure.
- Review the 2013 Proxy Statement for detailed breakdowns of executive compensation referenced in the advisory vote.
- Confirm the continued engagement of Ernst & Young LLP as the independent auditor for the fiscal year 2013.