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 22, 2024

 

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):

 

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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

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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):

 

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Emerging growth company

 

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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 22, 2024 (the “Annual Meeting”). The number of shares of common stock of the Company represented at the Annual Meeting, in person or by proxy, was 60,364,033 shares, or approximately 92% of the outstanding voting shares of the Company.

At the Annual Meeting, the Company’s shareholders were asked to vote on the election of twelve 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 2025 or until their respective successors are elected and qualified:

 

		For		Against		Abstain		Broker Non-Votes
Pina Albo		57,986,909		301, 214		63,789		2,012,121
Michele Bang		58,237,936		56,119		57,857		2,012,121
Tony Cheng		58,275,708		13,134		63,070		2,012,121
John J. Gauthier		58,051,099		237,713		63,100		2,012,121
Patricia L. Guinn		58,029,400		260,057		62,455		2,012,121
Hazel M. McNeilage		57,912,502		376,408		63,002		2,012,121
George Nichols III		58,012,772		282,186		56,954		2,012,121
Stephen O’Hearn		58,222,577		65,592		63,743		2,012,121
Alison Rand		58,239,015		56,370		56,527		2,012,121
Shundrawn Thomas		57,734,079		554,298		63,535		2,012,121
Khanh T. Tran		58,242,115		45,990		63,807		2,012,121
Steven C. Van Wyk		58,277,774		10,890		63,248		2,012,121

2. Advisory vote to approve the compensation of the Company’s named executive officers:

 

For		Against		Withheld		Broker Non-Votes
57,838,175		448,946		64,791		2,012,121

3. To approve the adoption of an Employee Stock Purchase Plan:

 

For		Against		Withheld		Broker Non-Votes
58,289,517		26,111		36,284		2,012,121

4. To ratify the appointment of Deloitte & Touche LLP as the Company’s independent auditor for the fiscal year ending December 31, 2024:

 

For		Against		Withheld		Broker Non-Votes
57,829,589		2,482,286		52,158		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 22, 2024				By:		/s/ Todd C. Larson
						Todd C. Larson
						Senior Executive Vice President and Chief Financial Officer