| UNITED STATES | ||
| SECURITIES AND EXCHANGE COMMISSION | ||
| Washington, D.C. 20549 | ||
| SCHEDULE 14A | ||
| Proxy Statement Pursuant to Section 14(a) of | ||
| the Securities Exchange Act of 1934 (Amendment No. 2) | ||
| Filed by the Registrant x | ||
| Filed by a Party other than the Registrant o | ||
| Check the appropriate box: | ||
| o | Preliminary Proxy Statement | |
| o | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) | |
| o | Definitive Proxy Statement | |
| x | Definitive Additional Materials | |
| o | Soliciting Material Pursuant to §240.14a-12 | |
| PRINCIPAL FINANCIAL GROUP, INC. | ||
| (Name of Registrant as Specified In Its Charter) | ||
| (Name of Person(s) Filing Proxy Statement, if other than the Registrant) | ||
| Payment of Filing Fee (Check the appropriate box): | ||
| x | No fee required. | |
| o | Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11. | |
| (1) | Title of each class of securities to which transaction applies: | |
| ____________________________________________________________________________________ | ||
| (2) |
Aggregate number of securities to which transaction applies: | |
|
____________________________________________________________________________________ | ||
| (3) | Per unit price or other underlying value of transaction computed pursuant to | |
| Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated | ||
| and state how it was determined): | ||
| ____________________________________________________________________________________ | ||
| (4) | Proposed maximum aggregate value of transaction: | |
| ____________________________________________________________________________________ | ||
| (5) | Total fee paid: | |
| ____________________________________________________________________________________ | ||
| o | Fee paid previously with preliminary materials. | |
| o | Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and | |
| identify the filing for which the offsetting fee was paid previously. Identify the previous | ||
| filing by registration statement number, or the Form or Schedule and the date of its filing. | ||
| (1) | Amount Previously Paid: | |
| ____________________________________________________________________________________ | ||
| (2) | Form, Schedule or Registration Statement No.: | |
| ____________________________________________________________________________________ | ||
| (3) | Filing Party: | |
| ____________________________________________________________________________________ | ||
| (4) | Date Filed: | |
| ____________________________________________________________________________________ | ||
| Explanatory Note | |
| This amendment to Principal Financial Group, Inc.’s proxy statement is filed to correct an | |
| administrative error in the number of shares disclosed in footnote one to the table entitled, “Security | |
| Ownership of Certain Beneficial Owners and Management,” on page 51 of the proxy statement filed | |
| with the Securities and Exchange Commission on April 6, 2011. The number of shares disclosed in | |
| the footnote is a subset of the number of shares disclosed in the table. The number of shares | |
| disclosed in the table was accurate at the time of filing, and remains so. | |
| The number of shares disclosed in the footnote as filed inadvertently did not include vested | |
| options which directors and executive officers had the ability to exercise on or before May 7, 2011, | |
| or 60 days from the date the proxy statement was filed. A detailed explanation of these options is | |
| contained in the table entitled, “Outstanding Equity Awards At Fiscal Year End December 31, 2010,” | |
| on page 38 of the proxy statement. | |
| To view the 2010 annual report to shareholders and the 2011 proxy statement, please go to | |
| the website www.principal.com/investor/annual/index.htm. The revised footnote one follows. | |
| (1) | Includes beneficial ownership of shares which each person named in this table has the right |
| to acquire on or before May 7, 2011 pursuant to previously awarded stock options, RSUs, | |
| and performance units that, although scheduled to be paid in shares in more than 60 days, | |
| would be paid immediately upon termination of service, as follows: Ms. Bernard, 15,431; | |
| Ms. Carter-Miller, 21,152; Dr. Costley, 19,431; Mr. Dan, 9,464; Mr. Ferro, 0; Dr. Gelatt, | |
| 23,589; Mr. Griswell, 1,245,390; Ms. Helton, 19,431; Mr. Kerr, 7,820; Mr. Keyser, 23,164; | |
| Mr. Mathrani, 18,303; Ms. Tallett, 23,164; Mr. Houston, 327,090; Mr. Lillis, 83,619; | |
| Mr. McCaughan, 642,393; Mr. Sorensen, 222,763; Mr. Zimpleman, 882,335; and all other | |
| executive officers as a group, 910,875. | |