Item 5.02 Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers

(d) On May 16, 2022, the Board of Directors of Principal Financial Group, Inc.

(the "Company") elected H. Elizabeth Mitchell as a new director of the

Company and of Principal Life Insurance Company, effective May 18,2022. There

is no arrangement or understanding between Ms. Mitchell and any other person

pursuant to which Ms. Mitchell was selected as a director. Ms. Mitchell has

no material interest in any prior, existing or proposed transaction or series


     of transactions with the Company or its management.




Ms. Mitchell will serve as a member of the Audit and Finance committees of the
Board of Directors.  Ms. Mitchell's compensation as a non-employee director will
be consistent with that provided to all Company non-employee directors, as
described in the Company's most recent proxy statement filed with the Securities
and Exchange Commission on April 4, 2022.  Pursuant to the established
compensation program for non-employee directors, Ms. Mitchell will receive a
pro-rated grant of Company restricted stock units which will be determined based
upon the closing price of Company stock on May 18, 2022.

A press release announcing Ms. Mitchell's election is included herewith as Exhibit 99.

Item 5.07 Submission of Matters to a Vote of Security Holders

Principal Financial Group, Inc.'s (the "Company") annual meeting of shareholders
was held on May 17, 2022 (the "2022 Annual Meeting"). The matters that were
voted upon at the 2022 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 2022 Annual Meeting, the shareholders: elected three Class III directors
each for a term expiring at the Company's 2025 Annual Meeting(1); approved, on
an advisory basis, the compensation paid to the Company's Named Executive
Officers as disclosed in the Proxy Statement(2); and ratified the appointment of
Ernst & Young LLP as the Company's independent auditor for 2022(3).

The voting results were as follows:





 (1) Election of Directors




                         VOTES            VOTES                            BROKER
                          FOR            AGAINST         ABSTAINED      NON-VOTES
Michael T. Dan         154,397,949       11,341,669       1,384,188       19,944,691
Blair C. Pickerell     161,011,534        5,329,696         782,576       19,944,691
Clare S. Richer        164,349,106        2,018,945         755,755       19,944,691

The directors whose terms of office continued and the years their terms expire are as follows:

Class I Directors Continuing in Office Whose Term Expires in 2023

Jonathan S. Auerbach
Mary E. Beams
Jocelyn Carter-Miller
Scott M. Mills
Claudio Muruzabal

Class II Directors Continuing in Office Whose Term Expires in 2024

Roger C. Hochschild
Daniel J. Houston
Diane C. Nordin
Alfredo Rivera




                                                               Votes                            Broker
                                            Votes For         Against         Abstained       Non-Votes
(2)    Advisory Vote to Approve
       Executive Compensation               158,693,851        7,431,800         998,155       19,944,691
(3)    Ratification of Appointment
       of Independent Auditors              164,886,333       21,726,009         456,155              ---

Item 9.01 Financial Statements and Exhibits





   99     Press Release Concerning Election of Liz Mitchell, dated May 18, 2022

104 Cover Page to this Current Report on Form 8-K in Inline XBRL

© Edgar Online, source Glimpses