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 25, 2022

 

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 5.07

Submission of Matters to a Vote of Security Holders.

Reinsurance Group of America, Incorporated (the “Company”) held its Annual Meeting of Shareholders on May 25, 2022 (the “Annual Meeting”). The number of shares of common stock of the Company represented at the Annual Meeting, in person or proxy, was 62,635,402 shares, or approximately 93.5% 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 two other proposals described below, and the votes were cast as follows:

1.    Election of the following directors for terms expiring in 2023 or until their respective successors are elected and qualified:

 

		For		Against		Abstain		Broker Non-Votes
Pina Albo		58,976,983		1,786,528		35,748		1,836,143
J. Cliff Eason		59,612,142		1,156,926		30,191		1,836,143
John J. Gauthier		60,320,650		397,310		81,299		1,836,143
Patricia L. Guinn		60,325,629		438,630		35,000		1,836,143
Anna Manning		60,512,380		261,594		25,285		1,836,143
Hazel M. McNeilage		58,354,518		2,384,333		60,408		1,836,143
Ng Keng Hooi		60,588,806		173,860		36,593		1,836,143
George Nichols III		60,588,436		174,554		36,269		1,836,143
Stephen O’Hearn		60,366,216		396,848		36,195		1,836,143
Shundrawn Thomas		59,859,869		903,203		36,187		1,836,143
Steven C. Van Wyk		60,365,779		397,128		36,352		1,836,143

2.    Advisory vote to approve the compensation of the Company’s named executive officers:

 

For		Against		Withheld		Broker Non-Votes
36,429,390		22,047,273		2,322,596		1,836,143

3.    Proposal to ratify the appointment of Deloitte & Touche LLP as the Company’s independent auditor for the fiscal year ending December 31, 2022:

 

For		Against		Withheld		Broker Non-Votes
59,905,862		2,705,303		24,237		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 26, 2022				By:		/s/ Todd C. Larson
						Todd C. Larson
						Senior Executive Vice President and Chief Financial Officer