Current Report Filing (8-k)
September 19 2022 - 7:45AM
Edgar (US Regulatory)
REINSURANCE GROUP OF AMERICA INC false 0000898174 0000898174 2022-09-14 2022-09-14 0000898174 rga:CommonStockOutstandingMember 2022-09-14 2022-09-14 0000898174 rga:M6.20FixedToFloatingRateSubordinatedDebenturesDue2042Member 2022-09-14 2022-09-14 0000898174 rga:M5.75FixedToFloatingRateSubordinatedDebenturesDue2056Member 2022-09-14 2022-09-14
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): September 14, 2022
REINSURANCE GROUP OF AMERICA, INCORPORATED
(Exact Name of Registrant as Specified in Charter)
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| Missouri |
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1-11848 |
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43-1627032 |
| (State or Other Jurisdiction of Incorporation) |
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(Commission File Number) |
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(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:
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| Title of each class |
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Trading Symbol(s) |
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Name of each exchange on which registered |
| Common Stock, par value $0.01 |
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RGA |
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New York Stock Exchange |
| 6.20% Fixed-To-Floating Rate Subordinated Debentures due 2042 |
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RZA |
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New York Stock Exchange |
| 5.75% Fixed-To-Floating Rate Subordinated Debentures due 2056 |
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RZB |
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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. |
On September 14, 2022, Reinsurance Group of America, Incorporated (the “Company”) announced that on December 31, 2022, J. Cliff Eason will retire from his position as Chair of the Board of Directors of the Company (the “Board”), and will no longer be a member of the Board as of such date. Current Board member Stephen T. O’Hearn will assume the role of Chair on January 1, 2023.
| Item 7.01 |
Regulation FD Disclosure. |
The Company issued a press release (the “Press Release”) announcing the upcoming retirement of Mr. Eason, and the upcoming appointment of Mr. O’Hearn, as Board Chair, 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.
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.
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REINSURANCE GROUP OF AMERICA, INCORPORATED |
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| Date: September 19, 2022 |
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By: |
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/s/ Todd C. Larson |
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Todd C. Larson |
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Senior Executive Vice President and Chief Financial Officer |
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