8-K
REINSURANCE GROUP OF AMERICA INC false 0000898174 0000898174 2021-12-31 2021-12-31 0000898174 us-gaap:CommonStockMember 2021-12-31 2021-12-31 0000898174 rga:M6.20FixedToFloatingRateSubordinatedDebenturesDue2042Member 2021-12-31 2021-12-31 0000898174 rga:M5.75FixedToFloatingRateSubordinatedDebenturesDue2056Member 2021-12-31 2021-12-31

 

 

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, 2021

 

 

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 5.02    Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Effective December 31, 2021, Frederick J. Sievert retired from the Board of Directors (the “Board”) of Reinsurance Group of America, Incorporated (the “Company”), pursuant to the mandatory retirement provisions of the Company’s Corporate Governance Guidelines. The retirement of Mr. Sievert temporarily decreases the size of the Board to twelve directors. The Company previously announced that George Nichols joined the Board effective January 1, 2022, resulting in thirteen members of the Board.

 

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 3, 2022     By:  

/s/ Todd C. Larson

      Todd C. Larson
     

Senior Executive Vice President and

Chief Financial Officer

 

3