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): July 25, 2019
REINSURANCE GROUP OF AMERICA, INCORPORATED
(Exact Name of Registrant as Specified in Charter)
| Missouri | 1-11848 | 43-1627032 | ||
| (State or Other Jurisdiction of Incorporation) |
(Commission File Number) |
(IRS Employer 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 Symbol(s) |
Name of each exchange on which registered | ||
| Common Stock, par value $0.01 | RGA | New York Stock Exchange | ||
| 6.20% Fixed-To-Floating Rate Subordinated Debentures due 2042 |
RZA | New York Stock Exchange | ||
| 5.75% Fixed-To-Floating Rate Subordinated Debentures due 2056 |
RZB | 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 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On July 25, 2019, the Board of Directors (the “Board”) of Reinsurance Group of America, Incorporated (the “Company”) appointed Pina Albo to the Board, effective as of October 1, 2019, for a term of office ending at the 2020 annual meeting, or until her successor is duly elected and qualified. The addition of Ms. Albo increases the size of the Board to thirteen directors.
Ms. Albo, 56, is the current Chief Executive Officer of Hamilton Insurance Group (“Hamilton”), a Bermuda-based holding company for Hamilton Re, a property casualty reinsurer. Prior to joining Hamilton, she spent 25 years at Munich Re, starting as a claims expert and holding increasingly senior positions that culminated in roles as President, Reinsurance Division, Munich Re America and later Member of the Board of Executive Management. She began her career as a lawyer after having earned law degrees in both Canada and France. Ms. Albo currently sits on the board of directors for the IFG Companies, Blue Marble Microinsurance, and Attune Insurance.
The Company is not aware of any transactions, proposed transactions, or series of either to which the Company or any of its subsidiaries was or is to be a participant since January 1, 2019, in which the amount involved exceeds $120,000 and in which Ms. Albo had, or will have, a direct or indirect material interest.
There are no arrangements or understandings between Ms. Albo and any other person pursuant to which she was elected as a director. Ms. Albo will participate in the non-employee director compensation arrangements established by the Company for non-employee directors, as described under “Board of Directors—Director Compensation” in the Company’s proxy statement dated April 11, 2019 for its 2018 annual meeting of shareholders. Ms. Albo has not yet been named to any committees of the Board.
| Item 7.01 | Regulation FD Disclosure. |
The Company issued a press release (the “Press Release”) announcing the appointment of Ms. Albo to the Board, a copy of which is furnished with this report as Exhibit 99.1. The information set forth in this Item 7.01, including the Press Release, is being furnished and shall not be deemed to be “filed”, as described in Instruction B.2 of Form 8-K.
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| Item 9.01 | Financial Statements and Exhibits |
(d) Exhibits.
| Exhibit No. |
Exhibit | |
| 99.1 | Press Release of Reinsurance Group of America, Incorporated dated July 25, 2019 | |
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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 hereunto duly authorized.
| REINSURANCE GROUP OF AMERICA, INCORPORATED | ||||||
| Date: July 25, 2019 | By: | /s/ Todd C. Larson | ||||
| Todd C. Larson | ||||||
| Senior Executive Vice President and Chief Financial Officer | ||||||
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Exhibit 99.1
|
Reinsurance Group of America, Incorporated |
| |
| 16600 Swingley Ridge Road, Chesterfield, Missouri 63017 |
RGA Elects New Member to Board of Directors
ST. LOUIS, July 25, 2019 — Reinsurance Group of America, Incorporated (NYSE:RGA), a leading global life and health reinsurer, today announced the appointment of Pina Albo to its Board of Directors. She will begin her service as an independent director on October 1, 2019. The addition of Ms. Albo increases the size of RGA’s Board of Directors to 13 members. “Pina is a highly respected leader in the insurance industry and an exciting addition to the RGA Board,” said Anna Manning, President and Chief Executive Officer, RGA. “Her established expertise in many aspects of our business makes her a valuable resource in meeting ongoing industry challenges and advancing RGA’s strategic initiatives.”
“Pina brings decades of experience in insurance and proven leadership capabilities,” said J. Cliff Eason, Chairman of the Board of Directors. “She understands the insurance industry and where it is headed, and she will provide the board with valuable insights as we guide RGA’s continued growth in the years ahead.”
RGA has made diversity, including gender diversity, a key priority for the board of directors and throughout the organization. The addition of Ms. Albo increases female representation on RGA’s Board to 38%.
As the Chief Executive Officer of Hamilton Insurance Group, Ms. Albo leads efforts to change the way insurance is written through the use of data and technology. Prior to joining Hamilton, she spent 25 years at a global reinsurer, starting as a claims expert and holding increasingly senior leadership positions. She began her career as a lawyer after having earned law degrees in both Canada and France.
Ms. Albo currently sits on the board of directors for the IFG Companies, Blue Marble Microinsurance, and Attune Insurance. She also serves as an ambassador for the Insurance Supper Club, an international organization seeking to improve networking opportunities for women across the finance and insurance industries. She has been a member of multiple industry boards and has received numerous recognitions for her contributions to the insurance industry, including being named the Association of Professional Insurance Women’s “Woman of the Year” (2011).
About RGA
Reinsurance Group of America, Incorporated (RGA), a Fortune 500 company, is among the leading global providers of life reinsurance and financial solutions, with approximately $3.4 trillion of life reinsurance in force and assets of $66.7 billion as of March 31, 2019. Founded in 1973, RGA is recognized for its deep technical expertise in risk and capital management, innovative solutions, and commitment to serving its clients. With headquarters in St. Louis, Missouri and operations around the world, RGA delivers expert solutions in individual life reinsurance, individual living benefits reinsurance, group reinsurance, health reinsurance, facultative underwriting, product development, and financial solutions. To learn more about RGA and its businesses, visit the company’s website at www.rgare.com.
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FOR MORE INFORMATION:
Jeff Hopson
Senior Vice President, Investor Relations
636.736.2068
jhopson@rgare.com
Lynn Phillips
Vice President, Corporate Communications
636.736.2351
lphillips@rgare.com
Lizzie Curry
Public Relations Manager
636.736.8521
lizzie.curry@rgare.com