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As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 11/03/23 Principal Financial Group Inc. S-8 POS 11/03/23 2:33K Toppan Merrill/FA |
Document/Exhibit Description Pages Size
1: S-8 POS Post-Effective Amendment of a Form S-8 HTML 25K
Registration
2: EX-24 Power of Attorney HTML 8K
As filed with the Securities and Exchange Commission on November 3, 2023
Registration No. 333-260964
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 1
TO
FORM S-8
REGISTRATION STATEMENT NO. 333-260964
UNDER
THE SECURITIES ACT OF 1933
PRINCIPAL FINANCIAL GROUP, INC.
(Exact name of registrant as specified in its charter)
| DELAWARE | 42-1520346 |
| (State or other jurisdiction of incorporation or organization) |
(I.R.S. Employer Identification No.) |
711 High Street
(Address of principal executive offices, including zip code)
THE PRINCIPAL SELECT SAVINGS PLAN
(Full title of the plan)
Christopher Agbe-Davies, Esq.
Vice President, Associate General Counsel and Assistant Secretary
Principal Financial Group, Inc.
711 High Street
(515) 878-0909
(Name, address and telephone number of agent for service)
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act (Check one):
| Large accelerated filer | x | Accelerated filer | ¨ | |
| Non-accelerated filer | ¨ | Smaller reporting company | ¨ | |
| Emerging growth company | ¨ |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ¨
EXPLANATORY NOTE
On November 10, 2021, Principal Financial Group, Inc. (the “Company”) filed the original Registration Statement on Form S-8, File No. 333-260964 (“Original S-8”) to register 5,000,000 shares of the Company’s common stock issuable under The Principal Select Savings Plan for Employees (“Employee Plan”) and The Principal Select Savings Plan for Individual Field (“Individual Field Plan”), and an indeterminate number of plan interests pursuant to the Employee Plan and Individual Field Plan.
Effective December 28, 2022, the Individual Field Plan was merged with and into the Employee Plan and individuals previously eligible to participate under the Individual Field Plan became eligible to participate in the Employee Plan, which was renamed The Principal Select Savings Plan.
This Post-Effective Amendment is being filed to reflect the merger of the plans and update the name of the successor plan.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
| Item 8. | Exhibits. |
|
Exhibit |
Description of Exhibit | |
| 24 | Powers of Attorney. | |
Signatures
The Registrant. Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Post-Effective Amendment to Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Des Moines, State of Iowa, on November 3, 2023.
| PRINCIPAL FINANCIAL GROUP, INC. | ||
| By: | /s/ Daniel J. Houston | |
| Daniel J. Houston | ||
| Chairman, President and Chief Executive Officer | ||
The Plan. Pursuant to the requirements of the Securities Act of 1933, the Administrator of The Principal Select Savings Plan certifies that it has reasonable grounds to believe that it meets all requirements for filing on Form S-8 and has duly caused this Post-Effective Amendment to Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Des Moines, State of Iowa, on November 3, 2023.
| THE PRINCIPAL SELECT SAVINGS PLAN |
| By: | Principal Life Insurance Company | |
| Benefit Plans Administration Committee |
| By: | /s/ Lisa Coulson | |
| Lisa Coulson | ||
| Committee Chair |
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed below by the following persons in the capacities and on the date indicated.
Dated: November 3, 2023
Majority of Directors
| By | * | By | * | |
| Daniel J. Houston Chairman, President, Chief Executive Officer and Director |
Scott M. Mills Director | |||
| By | /s/ Deanna D. Strable-Soethout | By | * | |
| Deanna D. Strable-Soethout Executive Vice President and Chief Financial Officer |
Claudio N. Muruzabal Director | |||
| By | * | By | * | |
| Jonathan S. Auerbach Director |
Diane C. Nordin Director | |||
| By | * | By | * | |
| Mary E. Beams Director |
Blair C. Pickerell Director | |||
| By | * | By | * | |
| Jocelyn Carter-Miller Director |
Clare S. Richer Director | |||
| By | * | By | * | |
| Roger C. Hochschild Director |
Alfredo Rivera Director | |||
*Deanna D. Strable-Soethout, by signing her name hereto, does hereby sign this document on behalf of each of the above-named directors of the Registrant pursuant to the powers of attorney duly executed by such persons.
| By | /s/ Deanna D. Strable-Soethout | ||
| Deanna D. Strable-Soethout, Attorney-in-Fact |
| This ‘S-8 POS’ Filing | Date | Other Filings | ||
|---|---|---|---|---|
 | ||||
| Filed on / Effective on: | 11/3/23 | |||
| 12/28/22 | 11-K | |||
| 11/10/21 | S-8 | |||
| List all Filings | ||||