REINSURANCE GROUP OF AMERICA INC false 0000898174 0000898174 2021-01-06 2021-01-06 0000898174 us-gaap:CommonStockMember 2021-01-06 2021-01-06 0000898174 rga:M6.20FixedToFloatingRateSubordinatedDebenturesDue2042Member 2021-01-06 2021-01-06 0000898174 rga:M5.75FixedToFloatingRateSubordinatedDebenturesDue2056Member 2021-01-06 2021-01-06

 

 

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): January 6, 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.

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