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, 2019

 

 

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 5.07

Submission of Matters to a Vote of Security Holders.

The annual meeting of shareholders of Reinsurance Group of America, Incorporated (the “Company”) was held on May 22, 2019 (the “Annual Meeting”). The number of shares of common stock of the Company represented at the Annual Meeting, in person or proxy, was 57,199,591 shares, or approximately 91.45% of the outstanding voting shares of the Company. At the Annual Meeting, the Company’s shareholders were asked to vote on the election of six directors and the two other proposals described below, and the votes were cast as follows:

1.     Election of the following directors for terms expiring in 2020 or until their respective successors are elected and qualified:

 

     For      Against      Abstain      Broker Non-Votes  

Christine R. Detrick

     53,699,703        878,842        18,027        2,603,019  

John J. Gauthier

     53,978,949        598,258        19,365        2,603,019  

Alan C. Henderson

     52,886,398        1,684,392        25,782        2,603,019  

Anna Manning

     53,931,443        646,779        18,350        2,603,019  

Hazel M. McNeilage

     53,911,459        666,646        18,467        2,603,019  

Steven C. Van Wyk

     53,978,808        598,247        19,517        2,603,019  

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

 

For    Against    Withheld    Broker Non-Votes
52,722,717    1,836,926    36,929    2,603,019

3.     Proposal to ratify the appointment of Deloitte & Touche LLP as the Company’s independent auditor for the fiscal year ending December 31, 2019:

 

For    Against    Withheld    Broker Non-Votes
56,200,863    974,189    24,539    2,603,019

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 24, 2019     By:   /s/ Todd C. Larson
      Todd C. Larson
      Senior Executive Vice President and Chief Financial Officer
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