UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of Earliest Event Reported):
(Exact Name of Registrant as Specified in Charter)
| (State or Other Jurisdiction of Incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
(Address of Principal Executive Offices, and Zip Code)
Registrant’s telephone number, including area code:
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 | ||
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):
☐ 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 January 6, 2021 the Board of Directors (the “Board”) of Reinsurance Group of America, Incorporated (the “Company”) appointed Shundrawn Thomas to the Board, effective as of February 1, 2021. Mr. Thomas will serve for a term of office ending at the Company’s 2021 annual meeting of shareholders, or until his successor is duly elected and qualified. As of February 1, 2021, the addition of Mr. Thomas increases the size of the Board to twelve directors.
Mr. Thomas, 47, is President of Northern Trust Asset Management (NTAM), a leading global investment manager. He is a member of the executive management group of publicly traded Northern Trust Corporation, and collaborates with the CEO, board, and executive team to develop and refine corporate strategy, business strategy, and governance. He also leads due diligence for potential acquisition targets. Mr. Thomas holds a bachelor’s degree in accounting from Florida A&M University, where he graduated magna cum laude and an MBA from the University of Chicago Booth School of Business, with concentrations in accounting and finance. He also holds series 7 and 63 securities licenses.
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, 2020, in which the amount involved exceeds $120,000 and in which Mr. Thomas had, or will have, a direct or indirect material interest.
There are no arrangements or understandings between Mr. Thomas and any other person pursuant to which he was elected as a director. Mr. Thomas 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 8, 2020 for its annual meeting of shareholders. Mr. Thomas 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 Mr. Thomas 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.
| Item 9.01 | Financial Statements and Exhibits |
(d) Exhibits.
| Exhibit No. |
Exhibit | |
| 99.1 | Press Release of Reinsurance Group of America, Incorporated dated January 6, 2021 | |
| 104 | Cover Page Interactive Data File (formatted as Inline XBRL) | |
2
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 6, 2021 | By: | /s/ Todd C. Larson | ||||
| Todd C. Larson | ||||||
| Senior Executive Vice President and Chief Financial Officer | ||||||
3
Exhibit 99.1
| Reinsurance Group of America, Incorporated |
| |
| 16600 Swingley Ridge Road, Chesterfield, Missouri 63017 |
REINSURANCE GROUP OF AMERICA ELECTS
NEW MEMBER TO BOARD OF DIRECTORS
ST. LOUIS, JANUARY 6, 2021 – Reinsurance Group of America, Incorporated (NYSE: RGA) a leading global life and health reinsurer, today announced the election of Shundrawn A. Thomas to its Board of Directors. Mr. Thomas will begin his service on February 1, 2021. The addition of Mr. Thomas increases the number of RGA directors to 12.
“With more than 25 years in the financial services industry, Shundrawn is a respected and trusted leader with deep experience working with and developing executive leadership teams,” said Anna Manning, President and Chief Executive Officer, RGA. “In addition to his expertise in launching and developing financial services products and investment funds, I am confident his knowledge in guiding diversity-fueled organizational transformation will be incredibly valuable to RGA.”
“I am confident that Shundrawn’s extensive knowledge and experience in the financial services industry will be of great value to the Board,” said J. Cliff Eason, Chair of the Board of Directors. “He is a seasoned professional, whose close work with corporate leadership teams will bring an important perspective to our organization.”
Mr. Thomas is currently a member of the Northern Trust Management Group and serves as President of Northern Trust Asset Management, a leading global investment manager with over $1 trillion in assets under management. In his role, he works closely with the CEO, board, and executive team to develop and refine corporate strategy, business strategy, and governance.
Before becoming Northern Trust Asset Management President, Mr. Thomas served as Executive Vice President, Head of Funds and Managed Accounts, where he oversaw three practice areas, including the startup of FlexShares, the Northern Trust-backed exchange-traded fund suite, which he built de novo. Prior to his current role, Mr. Thomas served as President and Chief Executive of Northern Trust Securities, Inc. (NTSI), a wholly owned subsidiary of Northern Trust Corporation. Mr. Thomas joined Northern Trust in 2004 and shortly after was appointed Head of Corporate Strategy. His earlier career experience includes serving as a vice president at Goldman Sachs, where he managed some of the firm’s largest global fund manager clients. He also held positions in sales, trading, and research at Morgan Stanley.
Mr. Thomas completed his bachelor’s degree in accounting at Florida A&M University, and his MBA from the University of Chicago Booth School of Business. He has also completed executive leadership programs in corporate strategy and corporate governance, at Chicago Booth and University of Notre Dame Mendoza School of Business, respectively. Mr. Thomas was recognized by Savoy Magazine as one of the Most Influential Black Executives in Corporate America and among the 300 Most Powerful Executives in Corporate America by Black Enterprise Magazine.
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 $82.1 billion as of September 30, 2020. 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.
###
FOR MORE INFORMATION:
Lynn Phillips
Vice President, Corporate Communications
636-736-2351
lphillips@rgare.com
Lizzie Curry
Director, Public Relations
636-736-8521
lizzie.curry@rgare.com
Jeff Hopson
Senior Vice President, Investor Relations
636-736-2068
jhopson@rgare.com