PFG 8-K Item 5.02 Pickerell 051915

Washington, D.C. 20549
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934

Date of Report: May 19, 2015
(Date of earliest event reported)

(Exact name of registrant as specified in its charter)
(State or other jurisdiction
(Commission file number)
(I.R.S. Employer
of incorporation)
Identification Number)

711 High Street, Des Moines, Iowa 50392
(Address of principal executive offices)

(515) 247-5111
(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

[ ]    Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[ ]    Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
[ ]    Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[ ]    Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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

(d) On May 19, 2015, the Board of Directors of Principal Financial Group, Inc. (the “Company”) elected Blair C. Pickerell as a new director of the Company and of Principal Life Insurance Company, effective August 17, 2015. There is no arrangement or understanding between Mr. Pickerell and any other person pursuant to which Mr. Pickerell was selected as a director. Mr. Pickerell has no material interest in any prior, existing or proposed transaction or series of transactions with the Company or its management.

Effective with the next regularly scheduled meetings to be held in August, Mr. Pickerell will serve as a member of the Finance and Nominating and Governance Committees of the Board of Directors.  Mr. Pickerell’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 8, 2015.  Pursuant to the established compensation program for non-employee directors, Mr. Pickerell will receive a pro-rated grant of Company restricted stock units which will be determined based upon the closing price of Company stock on August 17, 2015, the effective date of the grant.  

A press release announcing Mr. Pickerell’s election is included herewith as Exhibit 99.

Item 9.01 Financial Statements and Exhibits

Exhibit No.
Press Release Concerning Election of Blair C. Pickerell, dated May 19, 2015


Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

By: /s/ Karen E. Shaff
Name:    Karen E. Shaff
Title: Executive Vice President, General Counsel and Secretary
Date:    May 19, 2015