REINSURANCE GROUP OF AMERICA, INCORPORATED (NYSE:RGA) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

ME Staff 8-k

8 years ago

Item5.02

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

On May23, 2017, at the annual meeting of shareholders (the Annual
Meeting) the shareholders of Reinsurance Group of America,
Incorporated (the Company), upon recommendation of the Board of
Directors, approved the amendment and restatement of each of:
(i)the Companys Flexible Stock Plan (the Flexible Stock Plan),
(ii)the Companys Flexible Stock Plan for Directors (the Director
Plan) and (iii)the Companys Phantom Stock Plan for Directors (the
Phantom Plan and together with the Flexible Stock Plan and the
Director Plan, collectively, the Equity Plans)). Among other
things, the amendments increase the number of shares authorized
for issuance as follows: for the Flexible Stock Plan, by
1,600,000 shares, for a total of 14,960,077 shares; for the
Director Plan, by 70,000 shares, for a total of 282,500 shares;
and for the Phantom Plan, by 30,000 shares, for a total of
130,000 shares.

The amendments to the Equity Plans will not affect any award
previously made to the chief executive officer, the chief
financial officer, or any director or named executive officer of
the Company under the Equity Plans, nor under any other
compensatory plan, contract or arrangement covering any such
person.

The Equity Plans, as proposed to be amended, are described in
greater detail in proposals four, five and six on pages 53
through 73 in the Companys Proxy Statement, dated April12, 2017,
for the 2017 Annual Meeting of Shareholders (Proxy Statement)
filed with the Securities and Exchange Commission on that date.
The descriptions of the Equity Plans contained herein and in the
Proxy Statement are qualified in their entirety by reference to
the full text of the Equity Plans (as amended and restated),
copies of which are filed as Exhibits 10.1, 10.2 and 10.3 hereto.

Item5.07

Submission of Matters to a Vote of Security
Holders.

The Annual Meeting of the Company was held on May23, 2017. The
number of shares of the common stock of the Company represented
at the Annual Meeting, in person or proxy, was 58,561,565 shares,
or approximately 90.95% of the outstanding voting shares of the
Company. At the Annual Meeting, the Companys shareholders were
asked to vote on the election of five directors and the six
proposals described below, and the votes were cast as follows:

1.Election of the following director for term expiring in 2018 or
until her successor is elected and qualified:


	For	Against	Abstain	Broker Non-Votes
PatriciaL.Guinn	55,284,669	890,672	11,310	2,374,914

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
ArnoudW.A.Boot	55,423,452	751,671	11,528	2,374,914
John F. Danahy	55,300,995	874,073	11,583	2,374,914
J. Cliff Eason	39,513,497	16,596,442	76,712	2,374,914
Anna Manning	54,810,885	1,364,887	10,879	2,374,914

2.Approval, on an advisory, non-binding basis, on the frequency
of the vote on executive compensation:


One-Year	Two-Years	Three-Years	Abstain
48,184,357	262,809	7,727,457	12,028

The Board of Directors has decided, consistent with its
recommendation and the vote of shareholders, to hold the advisory
vote on executive compensation on an annual basis until the 2023
Annual Meeting of Shareholders, which will be the next required
vote on the frequency of the shareholder vote on the compensation
of executives, although an earlier vote may be held at the
discretion of the Board of Directors.

3.Advisory vote to approve the compensation of the Companys named
executive officers:


For	Against	Withheld	Broker Non-Votes
55,139,956	1,000,768	45,927	2,374,914

4.Approval of the Flexible Stock Plan:


For	Against	Abstain	Broker Non-Votes
50,965,548	5,195,351	25,752	2,374,914

5.Approval of the Director Plan:


For	Against	Abstain	Broker Non-Votes
54,374,652	1,788,073	23,926	2,374,914

6.Approval of the Phantom Plan:


For	Against	Abstain	Broker Non-Votes
55,819,340	339,396	27,915	2,374,914

7.Proposal to ratify the appointment of Deloitte Touche LLP as
the Companys independent auditor for the fiscal year ending
December31, 2017.


For	Against	Abstain	Broker Non-Votes
57,398,342	1,153,720	9,503

Item9.01 Financial Statements and Exhibits

(d)	Exhibits. The following documents are filed as exhibits to this report:



10.1		Amended Restated Flexible Stock Plan, effective May23, 2017.

10.2		Amended Restated Flexible Stock Plan for Directors, effective May23, 2017.

10.3		Amended Restated Phantom Stock Plan for Directors, effective May23, 2017.

About REINSURANCE GROUP OF AMERICA, INCORPORATED (NYSE:RGA)
Reinsurance Group of America, Incorporated (RGA) is an insurance holding company. The Company provides traditional and non-traditional life and health reinsurance. The Company has geographic-based or function-based segments, including U.S. and Latin America; Canada; Europe, Middle East and Africa; Asia Pacific, and Corporate and Other. Its geographic-based operations are further segmented into traditional and non-traditional businesses. Its subsidiaries include Reinsurance Company of Missouri, Incorporated, RGA Americas Reinsurance Company, Ltd., RGA Reinsurance Company (Barbados) Ltd. and RGA Reinsurance Company of Australia Limited. Traditional reinsurance includes individual and group life and health, disability, and critical illness reinsurance. Non-traditional reinsurance includes longevity reinsurance and asset-intensive reinsurance. Its operations offer traditional life and health reinsurance, reinsurance of asset-intensive products, and financial reinsurance. REINSURANCE GROUP OF AMERICA, INCORPORATED (NYSE:RGA) Recent Trading Information
REINSURANCE GROUP OF AMERICA, INCORPORATED (NYSE:RGA) closed its last trading session down -0.33 at 124.87 with 374,233 shares trading hands.