Table of Contents
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
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): October 6, 2008
REINSURANCE GROUP OF AMERICA, INCORPORATED
(Exact Name of Registrant as specified in Charter)
| Missouri (State or other jurisdiction of incorporation) |
1-11848 (Commission File Number) |
43-1627032 (I.R.S. Employer Identification No.) |
1370 TIMBERLAKE MANOR PARKWAY
CHESTERFIELD, MISSOURI 63017
CHESTERFIELD, MISSOURI 63017
(Address of Principal Executive Offices)
Registrant’s telephone number, including area code: (636) 736-7000
(Former name or former address, if changed since last report.)
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):
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
þ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
TABLE OF CONTENTS
Table of Contents
| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers |
A. Greig Woodring resigned from the Board of Directors class of 2010 of Reinsurance Group of
America, Incorporated (“RGA” or the “Company”) effective October 6, 2008. On the same date,
immediately following the resignation, Mr. Woodring was elected by the Board as a Director in the
class of 2009.
The adjustment to Mr. Woodring’s director class was made to comply with Missouri law, which
specifies that the number of directors in each class of directors should be as nearly equal as
possible. The resignation of three directors (Messrs. Kandarian and Reali and Ms. Piligian) from
the Board on September 12, 2008 left the classes unbalanced. Mr. Woodring’s resignation from the
2010 class and election to the 2009 class provides for the following directors in each class:
Class of 2009 (2 directors) — A. Greig Woodring and Stuart I. Greenbaum
Class of 2010 (2 directors) — William J. Bartlett and Alan C. Henderson
Class of 2011 (1 director) — J. Cliff Eason
Class of 2010 (2 directors) — William J. Bartlett and Alan C. Henderson
Class of 2011 (1 director) — J. Cliff Eason
The Board also fixed the number of directors at five (5) until such time as additional director(s)
are duly nominated and elected.
| Item 8.01 | Other Events |
In a press release dated October 6, 2008 (issued after 5:30 p.m. Eastern time), a copy of which is attached hereto as Exhibit 99.1, and
the text of which is incorporated by reference herein, RGA announced that its Board of Directors
has authorized and will recommend that the holders of class A common stock and class B common stock
approve a proposal to convert class B common stock into class A common stock on a one-for-one
basis, pursuant to the existing conversion terms contained in RGA’s articles of incorporation. The
conversion proposal will require the affirmative vote of the holders of a majority of class A
common stock and the holders of a majority of class B common stock, represented in person or by
proxy at a special meeting of RGA shareholders.
The Board of Directors has established a record date of October 17, 2008 and scheduled the special
meeting of shareholders on November 25, 2008, subject to completion of the Securities and Exchange
Commission review process.
Additional Information
Shareholders are urged to read the proxy statement regarding the proposed transaction when it
becomes available, because it will contain important information. Shareholders will be able to
obtain a free copy of the proxy statement (when available), as well as other filings containing
information about the Company, without charge, at the SEC’s internet site (http://www.sec.gov).
Copies of the proxy statement and any filings with the SEC that will be incorporated by reference
in the proxy statement can also be obtained, without charge, by directing a request to RGA,
Investor Relations, by phone to (636) 736-7243, in writing to Mr.
Table of Contents
John Hayden, Vice President-Investor Relations, Reinsurance Group of America, Incorporated, 1370
Timberlake Manor Parkway, Chesterfield, Missouri, 63017, or by email to investrelations@rgare.com.
The directors and executive officers of the Company and other persons may be deemed to be
participants in the solicitation of proxies in respect of the proposed transaction. Information
regarding the Company’s directors and executive officers is available in the proxy
statement/prospectus dated August 4, 2008 for its special meeting of shareholders held on September
5, 2008, which was filed with the SEC on August 4, 2008. Other information regarding the
participants in the proxy solicitation and a description of their direct and indirect interests, by
security holdings or otherwise, will be contained the proxy statement and other relevant materials
to be filed with the SEC when they become available.
| Item 9.01 | Financial Statements and Exhibits |
(c) Exhibits. The following documents are filed as exhibits to this report:
99.1
|
Press Release dated October 6, 2008 |
Table of Contents
SIGNATURES
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 thereunto duly authorized.
| Reinsurance Group of America, Incorporated |
||||
| By: | /s/ Jack B. Lay | |||
| Jack B. Lay | ||||
| Senior Executive Vice President, and Chief Financial Officer |
||||
Date: October 7, 2008
Table of Contents
Exhibit 99.1
|
For further information, contact Jack B. Lay Senior Executive Vice President and Chief Financial Officer (636) 736-7000 |
FOR IMMEDIATE RELEASE
REINSURANCE GROUP OF AMERICA APPROVES PROPOSAL FOR
CONVERSION OF CLASS B COMMON STOCK INTO SINGLE CLASS OF
COMMON STOCK
CONVERSION OF CLASS B COMMON STOCK INTO SINGLE CLASS OF
COMMON STOCK
ST. LOUIS, October 6, 2008 — Reinsurance Group of America, Incorporated (“RGA”, NYSE:RGA.A
and RGA.B) today announced that its Board of Directors has authorized and will recommend that the
holders of class A common stock and class B common stock approve a proposal to convert class B
common stock into class A common stock on a one-for-one basis, pursuant to the existing conversion
terms contained in RGA’s articles of incorporation. The conversion proposal will require the
affirmative vote of the holders of a majority of class A common stock and the holders of a majority
of class B common stock, represented in person or by proxy at a special meeting of RGA
shareholders.
The Board of Directors has established a record date of October 17, 2008 and scheduled the
special meeting of shareholders on November 25, 2008, subject to completion of the Securities and
Exchange Commission review process.
Additional Information
Shareholders are urged to read the proxy statement regarding the proposed transaction when it
becomes available, because it will contain important information. Shareholders will be able to
obtain a free copy of the proxy statement (when available), as well as other filings containing
information about the Company, without charge, at the SEC’s internet site (http://www.sec.gov).
Copies of the proxy statement and any filings
with the SEC that will be incorporated by reference in the proxy statement can also be
obtained, without charge, by directing a request to RGA, Investor Relations, by phone to (636)
736-7243, in writing to Mr. John Hayden, Vice President-Investor Relations, Reinsurance Group of
America, Incorporated, 1370 Timberlake Manor Parkway, Chesterfield, Missouri, 63017, or by email to
investrelations@rgare.com.
The directors and executive officers of the Company and other persons may be deemed to be
participants in the solicitation of proxies in respect of the proposed transaction. Information
regarding the Company’s directors and executive officers is available in the proxy
statement/prospectus dated August 4, 2008 for its special meeting of shareholders held on September
5, 2008, which was filed with the SEC on August 4, 2008. Other information regarding the
participants in the proxy solicitation and a description of their direct and indirect interests, by
security holdings or otherwise, will be contained the proxy statement and other relevant materials
to be filed with the SEC when they become available.
About RGA
RGA, through its various operating subsidiaries, is among the largest global providers of life
reinsurance. RGA has subsidiary companies or offices in Australia, Barbados, Bermuda, Canada,
China, France, Germany, Hong Kong, India, Ireland, Italy, Japan, Mexico, Poland, South Africa,
South Korea, Spain, Taiwan, the United Kingdom, and the United States. Worldwide, RGA has
approximately $2.2 trillion of life reinsurance in force, and assets of $22.4 billion.
# # #