SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report: MAY 16, 2006
(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))
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ITEM 1.01. ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
In connection with action taken by the Board of Directors of Principal
Financial Group, Inc. (the "Company"), more fully described below and in the
attached exhibit to this report, the Company plans to enter into an employment
agreement dated as of June 1, 2006 with Larry D. Zimpleman. Pursuant to the
agreement, Mr. Zimpleman will serve as the Company's president and chief
operating officer. The employment agreement will have an initial term of three
years, with automatic one-year extensions unless either Mr. Zimpleman or the
Company notifies the other of the intention not to extend the agreement at least
90 days prior to the expiration of the current term. Under this agreement, Mr.
Zimpleman's annual salary will be $600,000, subject to periodic adjustment in
accordance with the Company's regular salary review policy.
In addition, Mr. Zimpleman will continue to participate in the Company's
annual and long-term incentive compensation plans, qualified and non-qualified
savings and retirement plans and other benefits as described in the Company's
current proxy statement filed with the Securities and Exchange Commission on
March 31, 2006. Mr. Zimpleman's annual incentive bonus opportunities will be
125% of salary for target performance.
The terms and conditions of Mr. Zimpleman's continued employment and the
severance and other termination benefits payable to him in the event of a
termination of employment following a "change of control," as that term is
defined in the Company's current proxy statement, are governed by the change of
control agreements described in the Company's current proxy statement. Mr.
Zimpleman's employment agreement will also provide that he will be entitled to
certain benefits in the event his employment terminates under certain
circumstances other than a change of control. Severance and termination benefits
payable under the employment agreement for other than a change of control will
be less than the benefits Mr. Zimpleman would be entitled to pursuant to a
change of control with regard to lump sum severance benefit, receipt of
performance based equity compensation, welfare benefits, and excise tax offset
payments. Mr. Zimpleman's employment agreement will be filed as an exhibit to a
future Company quarterly report on Form 10-Q.
ITEM 5.02. DEPARTURE OF DIRECTORS OR PRINCIPAL OFFICERS; ELECTION OF DIRECTORS;
APPOINTMENT OF PRINCIPAL OFFICERS
On May 18, 2006, Principal Financial Group, Inc. announced the promotion of
Larry D. Zimpleman to the position of president and chief operating officer of
the Company, and his election to the Board of Directors of the Company, all
effective June 1, 2006. The text of the announcement is included herewith as
Exhibit 99.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
99 Press Release Announcing Zimpleman Promotion
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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
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Name: Joyce N. Hoffman
Title: Senior Vice President and
Corporate Secretary
Date: May 19, 2006
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EXHIBIT 99
Release: On receipt, May 18, 2006
Contact: Eva S. Quinn, the Principal Financial Group, 515-247-7468,
QUINN.EVA@PRINCIPAL.COM or Jeff Rader, 515-247-7883,
RADER.JEFF@PRINCIPAL.COM
THE PRINCIPAL NAMES ZIMPLEMAN PRESIDENT & CHIEF OPERATING OFFICER
HOUSTON NAMED EXECUTIVE VICE PRESIDENT
(Des Moines, Iowa) - The Principal Financial Group today announced the Board of
Directors has elected Larry D. Zimpleman president and chief operating officer
effective June 1, 2006. Zimpleman was also elected to the Board of Directors. He
will oversee all global and domestic operations, including: the U.S. and
international asset accumulation businesses; Principal Bank; the life and health
insurance businesses; and the global asset management businesses under Principal
Global Investors. J. Barry Griswell will continue as chairman and chief
executive officer, overseeing company strategy, mergers and acquisitions and
corporate functions.
The company also announced the election of Daniel J. Houston to executive
vice president, responsible for the full service pension business and retirement
distribution.
"The Principal has experienced unprecedented growth in the past five years
as a result of our unwavering focus on the financial well being of growing
businesses and their employees. Larry has played a key role in developing and
executing that strategy," said J. Barry Griswell, chairman and CEO - the
Principal Financial Group. "He brings deep retirement expertise, a strong global
perspective, and impressive industry leadership. Larry's more than 30-year
career at The Principal has given him a clear view of where we've been, how we
got here and future opportunities."
ZIMPLEMAN BACKGROUND
Zimpleman joined the company in 1971 as a part-time actuarial student and
became a full-time actuary in 1973. From 1976 to 1997 he served in various
management and leadership positions at the officer level in the pension
department. He was named vice president in 1997, senior vice president in 1999,
executive vice president in 2001 and president of Retirement and Investor
Services in 2003. A native of Williamsburg, Iowa, Zimpleman received his BS in
business administration from Drake University in 1973 and MBA from Drake in
1977.
He became a Fellow of the Society of Actuaries in 1976, and is a past
president and member of the Board of Governors of the Society. Zimpleman chairs
the Princor Financial Services Corporation board of directors and is past chair
of the board of trustees for the Employee Benefit Research Institute (EBRI). He
is a past president and board chair of the American Academy of Actuaries, was
named an Actuarial Foundation Trustee in 1999, is a member of the Actuarial Club
of Des Moines and chairs the American Council of Life Insurers' Harris Trust
Committee. He was a delegate at the 2002 and 2006 National Summit on Retirement
Savings hosted by President Bush and the Secretary of Labor.
HOUSTON BACKGROUND
Dan Houston joined the company in 1984 as a group representative in the
Dallas group and pension office. He held various management positions with the
company from 1990 to present, including being elected an officer in 1990, vice
president in 1997 and was named senior vice president in 2000.
Houston serves on the boards of HealthExtras, Principal Financial Advisors,
Principal Trust Company (Asia) Limited, and Principal Bank. He is on the Iowa
State Business School Dean's Advisory Council and is a member and Chairman of
the Board of Professional Pensions, Inc. and Principal Trust Services. A native
of Iowa, Houston received his bachelor's degree from Iowa State University.
ABOUT THE PRINCIPAL FINANCIAL GROUP
The Principal Financial Group(R) (The Principal (R))(1) is a leader in
offering businesses, individuals and institutional clients a wide range of
financial products and services, including retirement and investment services,
life and health insurance, and banking through its diverse family of financial
services companies and national network of financial professionals. A member of
the Fortune 500, the Principal Financial Group has $205.3 billion in assets
under management(2) and serves some 16.0 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.
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(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 March 31, 2006.