Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On November 22, 2021, the Human Resources Committee (the "Committee") of the Board of Directors of Principal Financial Group, Inc. (the "Company") approved the adoption of an amended form of the Principal Financial Group, Inc. and Principal Life Insurance Company Change of Control Employment Agreement (the "Form Change of Control Employment Agreement"). The Form Change of Control Employment Agreement, which will be effective as of December 18, 2021, will be entered into by and between the Company and each of its named executive officers and will supersede each named executive officer's current Change of Control Employment Agreement.

The Form Change of Control Employment Agreement provides for the same severance entitlements and material terms and conditions as the Company's current publicly disclosed Change in Control Employment Agreements with its named executive officers. The revisions to the Form Change of Control Employment Agreement reflect certain administrative changes, the Company's anticipated change in the employing entity of the named executive officers and certain other U.S. employees from Principal Life Insurance Company to Principal Workforce, LLC, and certain additional terms addressing asset management-specific incentive compensation, which terms are inapplicable to the Company's named executive officers.

The foregoing description of the Form Change of Control Employment Agreement does not purport to be complete and is qualified in the entirety by reference to the Form Change of Control Agreement, which will be filed as an exhibit to the Company's annual report on Form 10-K for the fiscal year ended December 31, 2021.





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