8-K
REINSURANCE GROUP OF AMERICA INC false 0000898174 0000898174 2023-12-31 2023-12-31 0000898174 rga:CommonStockOutstandingMember 2023-12-31 2023-12-31 0000898174 rga:M5.75FixedToFloatingRateSubordinatedDebenturesDue2056Member 2023-12-31 2023-12-31 0000898174 rga:M7.125FixedRateResetSubordinatedDebenturesDue2052Member 2023-12-31 2023-12-31

 

 

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): December 31, 2023

 

 

REINSURANCE GROUP OF AMERICA, INCORPORATED

(Exact Name of Registrant as Specified in its 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:

 

 

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 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§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.

As previously announced, on December 31, 2023, Anna Manning retired from the role of Chief Executive Officer of Reinsurance Group of America, Incorporated (the “Company”). In connection with Ms. Manning’s retirement, she also resigned from the Company’s Board of Directors (the “Board”) on such date. Ms. Manning’s resignation decreased the size of the Board to eleven directors.

Effective January 1, 2024, Tony Cheng, President, assumed the role of Chief Executive Officer. Mr. Cheng, 49, has served as Company President and on the Board since January 4, 2023 and will continue in both roles. He is also a member of the Company’s Executive Committee. Mr. Cheng joined the Company in 1997 as Chief Actuary of Malaysian Life Reinsurance Group Berhad, the Company’s joint venture with the Life Insurance Association of Malaysia. In 2004, he was named Chief Executive Officer of the Hong Kong office, responsible for all business activity in Hong Kong and Southeast Asia. In 2011 he was appointed Senior Vice President, Asia, an expanded role incorporating overall management of the Company’s Asia operations. Prior to becoming the Company’s President, Mr. Cheng was Executive Vice President, Head of Asia, Australia and EMEA.


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: January 3, 2024     By:  

/s/ Todd C. Larson

      Todd C. Larson
      Senior Executive Vice President and Chief Financial Officer