| SECURITIES AND EXCHANGE COMMISSION | |||
| Washington, D.C. 20549 | |||
| ________________________ | |||
| FORM 8-K | |||
| CURRENT REPORT | |||
| Pursuant to Section 13 or 15(d) of the | |||
| Securities Exchange Act of 1934 | |||
| Date of Report: January 30, 2012 | |||
| (Date of earliest event reported) | |||
| PRINCIPAL FINANCIAL GROUP, INC. | |||
| (Exact name of registrant as specified in its charter) | |||
| Delaware | 1-16725 42-1520346 | ||
| (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)) | |||
| ________________________ | |||
| Page 2 | |
| Item 5.02 Departure of Directors or Principal Officers; Election of Directors; Appointment of | |
| Principal Officers | |
| (d) On January 30, 2012, the Board of Directors of Principal Financial Group, Inc. (the | |
| “Company”) elected Luca Maestri as a new director of the Company and of Principal Life | |
| Insurance Company, effective February 1, 2012. There is no arrangement or understanding | |
| between Mr. Maestri and any other person pursuant to which Mr. Maestri was selected as a | |
| director. Mr. Maestri has no material interest in any prior, existing or proposed transaction or | |
| series of transactions with the Company or its management. | |
| Effective with his election, Mr. Maestri is a member of the Audit and Finance Committees of | |
| the Board of Directors. Mr. Maestri’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. | |
| Pursuant to the established compensation program for non-employee directors, Mr. Maestri | |
| received a pro-rated grant of 1,197 shares of Company restricted stock units, determined based | |
| upon the effective date of his election. | |
| A press release announcing Mr. Maestri’s election is included herewith as Exhibit 99. | |
| Item 9.01 Financial Statements and Exhibits | |
| 99 Press Release Concerning Election of Luca Maestri, dated February 1, 2012 | |
| SIGNATURE | |
| 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. | |
| PRINCIPAL FINANCIAL GROUP, INC. | |
| By: /s/ Joyce N. Hoffman | |
| Name: Joyce N. Hoffman | |
| Title: Senior Vice President and | |
| Corporate Secretary | |
| Date: February 2, 2012 | |
| Page 3 | |
| EXHIBIT 99 | |
| Release: Feb. 1, 2012 | |
| Contact: Susan Houser, 515.248.2268, houser.susan@principal.com | |
| The Principal Financial Group Names Luca Maestri to Board of Directors | |
| (Des Moines, Iowa) – The Principal Financial Group® (NYSE: PFG) announced that Luca Maestri, | |
| executive vice president and chief financial officer of Xerox Corporation, joined The Principal® Board of | |
| Directors effective Feb. 1, 2012. | |
| “We are very pleased to welcome Luca to our Board. His extensive international and financial | |
| experience will help guide our continued international expansion and leadership in global investment | |
| management and retirement services,” said Larry D. Zimpleman, chairman, president and chief executive | |
| officer of The Principal. | |
| Maestri is responsible for all finance, treasury, investor relations, risk management, mergers and | |
| acquisitions, tax and audit operations at Xerox. He joined Xerox as CFO in February 2011 after serving as | |
| CFO of Nokia Siemens Networks since 2008. Prior to Xerox, Maestri held senior executive finance | |
| positions with General Motors (GM) Corporation and worked at GM for 20 years. He served as CFO of | |
| GM Europe and GM Brazil, and was Executive-In-Charge of the Fiat Alliance for GM Europe in | |
| Switzerland. | |
| Maestri received a bachelor’s degree in economics from LUISS University in Rome, and a master’s | |
| degree in science of management from Boston University. | |
| Maestri commented, “I look forward to working closely with The Principal on continued expansion | |
| as the company deepens its extensive global reach and executes its aggressive growth strategy.” | |
| For more news and insights from The Principal, connect with us on Twitter at: | |
| http://twitter.com/ThePrincipal. | |
| Page 4 |
| About the Principal Financial Group |
| The Principal Financial Group® (The Principal ®)1 is a global investment management leader including |
| retirement services, insurance solutions and asset management. The Principal offers businesses, individuals |
| and institutional clients a wide range of financial products and services, including retirement, asset |
| management and insurance through its diverse family of financial services companies. Founded in 1879 and |
| a member of the FORTUNE 500®, the Principal Financial Group has $320.8 billion in assets under |
| management2 and serves some 17.8 million customers worldwide from offices in Asia, Australia, Europe, |
| Latin America and the United States. Principal Financial Group, Inc. is traded on the New York Stock |
| Exchange under the ticker symbol PFG. For more information, visit www.principal.com. |
| ### |
| __________________ |
| 1 “The Principal Financial Group” and “The Principal” are registered service marks of Principal Financial Services, Inc., a member of the |
| Principal Financial Group. |
| 2 As of September 30, 2011. |