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 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
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 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 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 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 Chief Financial Officer