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 onMay 18, 2021 (the "2021 Annual Meeting"). The matters that were voted upon at the 2021 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 2021 Annual Meeting, the shareholders: elected four Class II directors each for a term expiring at the Company's 2024 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); ratified the appointment ofErnst & Young LLP as the Company's independent auditor for 2021(3); and approved thePrincipal Financial Group, Inc. 2021 Stock Incentive Plan, as disclosed
in the Proxy Statement(4).
The voting results were as follows:
(1) Election of Directors VOTES VOTES BROKER FOR AGAINST ABSTAINED NON-VOTES Roger C. Hochschild 171,297,478 8,388,768 330,868 21,185,549 Daniel J. Houston 169,574,991 9,447,540 994,583 21,185,549 Diane C. Nordin 178,107,316 1,587,186 322,612 21,185,549 Alfredo Rivera 176,834,822 2,696,622 485,670 21,185,549
The directors whose terms of office continued and the years their terms expire are as follows:
Class III Directors Continuing in Office Whose Term Expires in 2022
Michael T. Dan Sandra L. Helton Blair C. Pickerell Clare S. Richer
Class I Directors Continuing in Office Whose Term Expires in 2023
Jonathan S. Auerbach Mary E. Beams Jocelyn Carter-Miller Scott M. Mills As previously disclosed, Claudio Muruzabal was elected to the Board of Directors as a Class I director for a term commencingJuly 1, 2021 and expiring in 2023. Votes Broker Votes For Against Abstained Non-Votes (2) Advisory Vote to Approve Executive Compensation 167,630,955 11,794,267
591,892 21,185,549
Ratification of Appointment of (3) Independent Auditors 189,084,547 11,817,107
301,009 ---
ApprovePrincipal Financial (4) Group, Inc. 2021 Stock Incentive Plan 162,881,766 16,389,608
745,740 21,185,549
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