Business Context and Reporting Period
This Form 8-K filing by Principal Financial Group, Inc. reports on the results of the Company's 2019 Annual Meeting of Shareholders held on May 21, 2019. The filing details the outcomes of shareholder votes regarding director elections, executive compensation, and auditor ratification.
Key Financial Metrics
This filing is a corporate governance report and does not provide financial data such as revenue, profit, cash flow, margins, debt, or liquidity metrics. Investors should refer to the Company's Form 10-K or 10-Q for financial performance details.
Material Changes and Voting Results
The filing reports the following material outcomes from the shareholder vote:
- Election of Directors: Shareholders elected four Class III directors (Michael T. Dan, C. Daniel Gelatt, Sandra L. Helton, and Blair C. Pickerell) to terms expiring at the 2022 Annual Meeting. All nominees received majority support, though C. Daniel Gelatt received the highest number of "Against" votes (13,770,028).
- Executive Compensation: Shareholders approved, on an advisory basis, the compensation of Named Executive Officers. The vote was 181,005,256 For vs. 5,710,242 Against.
- Auditor Ratification: Shareholders ratified the appointment of Ernst & Young LLP as the independent auditor for 2019. The vote was 200,600,741 For vs. 8,859,371 Against.
Guidance, Outlook, and Risks
This filing contains no management guidance, financial outlook, risk factors, or discussion of contingencies. It is strictly a disclosure of voting results.
Key Facts for Investor Verification
- Verify the specific number of "Against" votes for director C. Daniel Gelatt (13.77 million), which was significantly higher than for other nominees.
- Confirm the composition of the Board of Directors following the election of the new Class III directors.
- Note that broker non-votes (22,178,671) were present for quorum purposes but did not count toward the vote totals for any proposal.
- Review the Company's Proxy Statement for detailed information regarding the executive compensation package that was approved.