8-K
REINSURANCE GROUP OF AMERICA INC (RGA)
UNITED STATES
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 (Date of Earliest Event Reported): May 24, 2023
REINSURANCE GROUP OF AMERICA, INCORPORATED
(Exact Name of Registrant as Specified in Charter)
| Missouri | 1-11848 | 43-1627032 |
|---|---|---|
| (State or Other Jurisdiction<br> <br>of Incorporation) | (Commission<br> <br>File Number) | (IRS Employer<br> <br>Identification No.) |
16600 Swingley Ridge Road, Chesterfield, Missouri 63017
(Address of Principal Executive Offices, and Zip Code)
Registrant’s telephone number, including area code: (636) 736-7000
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 (see General Instruction A.2. below):
| ☐ | 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)) |
| --- | --- |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading<br>Symbol(s) | Name of each exchange<br>on which registered |
|---|---|---|
| Common Stock, par value $0.01 | RGA | New York Stock Exchange |
| 5.75% Fixed-To-Floating Rate Subordinated Debentures due 2056 | RZB | New York Stock Exchange |
| 7.125% Fixed-Rate Reset Subordinated Debentures due 2052 | RZC | New York Stock Exchange |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2 of this chapter):
☐ 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 13(a) of the Exchange Act.
| Item 5.07 | Submission of Matters to a Vote of Security Holders. |
|---|
Reinsurance Group of America, Incorporated (the “Company”) held its Annual Meeting of Shareholders on May 24, 2023 (the “Annual Meeting”). The number of shares of common stock of the Company represented at the Annual Meeting, in person or by proxy, was 60,550,753 shares, or approximately 91% of the outstanding voting shares of the Company.
At the Annual Meeting, the Company’s shareholders were asked to vote on the election of eleven directors and the three other proposals described below, and the votes were cast as follows:
| 1. | Election of the following directors for terms expiring in 2024 or until their respective successors are elected and qualified: | |||||||
|---|---|---|---|---|---|---|---|---|
| For | Against | Abstain | Broker<br>Non-Votes | |||||
| --- | --- | --- | --- | --- | --- | --- | --- | --- |
| Pina Albo | 57,067,418 | 1,136,430 | 39,022 | 2,307,883 | ||||
| Tony Cheng | 57,465,122 | 753,358 | 24,390 | 2,307,883 | ||||
| John J. Gauthier | 57,970,109 | 246,834 | 25,927 | 2,307,883 | ||||
| Patricia L. Guinn | 57,958,504 | 259,033 | 25,333 | 2,307,883 | ||||
| Anna Manning | 58,124,374 | 94,710 | 23,786 | 2,307,883 | ||||
| Hazel M. McNeilage | 56,827,974 | 1,389,469 | 25,427 | 2,307,883 | ||||
| George Nichols III | 57,072,404 | 1,122,098 | 48,368 | 2,307,883 | ||||
| Stephen O’Hearn | 57,876,119 | 340,991 | 25,760 | 2,307,883 | ||||
| Shundrawn Thomas | 56,794,059 | 1,417,410 | 31,401 | 2,307,883 | ||||
| Khanh T. Tran | 57,999,874 | 217,100 | 25,896 | 2,307,883 | ||||
| Steven C. Van Wyk | 57,966,825 | 250,111 | 25,934 | 2,307,883 | ||||
| 2. | Advisory vote on the frequency of the shareholders’ vote to approve the compensation of the Company’s named executive officers: | |||||||
| --- | --- | |||||||
| 1 Year | 2 Years | 3 Years | Abstain | Broker Non-Votes | ||||
| --- | --- | --- | --- | --- | ||||
| 56,726,574 | 137,339 | 1,331,475 | 47,482 | 2,307,883 |
The Company’s Board of Directors has decided, consistent with its recommendation and the vote of shareholders, to hold the advisory vote on executive compensation on an annual basis until the 2029 Annual Meeting of Shareholders, which will be the next required vote on the frequency of the shareholder vote on the compensation of named executive officers, although an earlier vote may be held at the discretion of the Board of Directors.
| 3. | Advisory vote to approve the compensation of the Company’s named executive officers: | ||
|---|---|---|---|
| For | Against | Withheld | Broker<br>Non-Votes |
| --- | --- | --- | --- |
| 55,278,726 | 2,904,259 | 59,885 | 2,307,883 |
| 4. | Proposal to ratify the appointment of Deloitte & Touche LLP as the Company’s independent auditor for the fiscal year ending December 31, 2023: | ||
| --- | --- | ||
| For | Against | Withheld | Broker<br>Non-Votes |
| --- | --- | --- | --- |
| 58,460,659 | 2,060,064 | 30,030 | 0 |
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 hereunto duly authorized.
| REINSURANCE GROUP OF AMERICA, INCORPORATED | ||
|---|---|---|
| Date: May 24, 2023 | By: | /s/ Todd C. Larson |
| Todd C. Larson | ||
| Senior Executive Vice President and<br> <br>Chief Financial Officer |