REINSURANCE GROUP OF AMERICA INC false 0000898174 0000898174 2023-09-29 2023-09-29 0000898174 rga:CommonStockOutstandingMember 2023-09-29 2023-09-29 0000898174 rga:M5.75FixedToFloatingRateSubordinatedDebenturesDue2056Member 2023-09-29 2023-09-29 0000898174 rga:M7.125FixedRateResetSubordinatedDebenturesDue2052Member 2023-09-29 2023-09-29

 

 

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 29, 2023

 

 

REINSURANCE GROUP OF AMERICA, INCORPORATED

(Exact Name of Registrant as Specified in its 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:

 

  ☐

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
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 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§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 29, 2023, the Board of Directors (the “Board”) of Reinsurance Group of America, Incorporated (the “Company”) appointed Michele Bang to the Board, effective as of October 1, 2023, for a term of office ending at the 2024 annual meeting of shareholders, or until her successor is duly elected and qualified. The addition of Ms. Bang increases the size of the Board to twelve directors.

Ms. Bang, 59, is the former Deputy Chief Executive Officer of Eastspring Investments Group, the Asia asset management arm of Prudential Corporation Asia. During her time with Prudential, she concurrently served as a founding executive team member of Prudential’s first health and wealth consumer app in Asia, and the chair of Prudential Corporation Asia’s Diversity & Inclusion committee. Prior to her role with Prudential, Ms. Bang held senior leadership roles and board seats in Asia for Deutsche Asset Management (DeAM), a subsidiary of Deutsche Bank.

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, 2022, in which the amount involved exceeds $120,000 and in which Ms. Bang had, or will have, a direct or indirect material interest.

There are no arrangements or understandings between Ms. Bang and any other person pursuant to which she was appointed as a director. Ms. Bang 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 13, 2023 for its 2023 annual meeting of shareholders. Ms. Bang 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 Ms. Bang 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.

 

99.1    Press Release of Reinsurance Group of America, Incorporated dated October 2, 2023
EX-104    Cover Page Interactive Data File (embedded within the Inline XBRL document)

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: October 2, 2023     By:  

/s/ Todd C. Larson

      Todd C. Larson
      Senior Executive Vice President and Chief Financial Officer

Exhibit 99.1

 

Reinsurance Group of America, Incorporated

16600 Swingley Ridge Road, Chesterfield, Missouri 63017

    LOGO

REINSURANCE GROUP OF AMERICA APPOINTS

NEW MEMBER TO BOARD OF DIRECTORS

ST. LOUIS, Oct. 2, 2023 – Reinsurance Group of America, Incorporated (NYSE: RGA), a leading global life and health reinsurer, today announced the appointment of Michele Bang to its Board of Directors. Ms. Bang began her service on October 1, 2023.

“Michele brings strong expertise in the asset management and insurtech sectors across the Asia Pacific region, which will serve RGA well as we seek to capitalize on growth opportunities in the region and around the world,” said Anna Manning, CEO, RGA. “Beyond her work in financial services, Michele’s experience advising startups and investing in emerging businesses will also provide valuable insight to our organization.”

“With more than 30 years of experience in financial services and insurance, Michele has been sought after by corporate boards and investment networks to provide her unique perspective,” said Stephen O’Hearn, Chair of the Board of Directors, RGA. “We are delighted to have Michele join the RGA Board and we very much look forward to working with her.”

Ms. Bang is the former Deputy Chief Executive Officer of Eastspring Investments, the Asia asset management arm of Prudential plc. During her time with Prudential, she concurrently served as executive team member that drove digital innovation and technology integration throughout the firm. She was the founding chair of Prudential Corporation Asia’s Diversity & Inclusion committee. Prior to her role with Prudential, Ms. Bang held senior leadership roles and board seats in Asia for Deutsche Asset Management (now DWS Group).

Since leaving Prudential, Ms. Bang has been active in new economy innovation as an investor, judge, and advisor to entrepreneurs in the health, education, and fintech space.

Ms. Bang holds a Bachelor of Arts degree in International Relations from Cornell University.

About RGA

Reinsurance Group of America, Incorporated (NYSE: RGA) is a global industry leader specializing in life and health reinsurance and financial solutions that help clients effectively manage risk and optimize capital. Founded in 1973, RGA celebrates its 50th anniversary in 2023. Over the past five decades, RGA has become one of the world’s largest and most respected reinsurers and is guided by a fundamental purpose: to make financial protection accessible to all. RGA is widely recognized for superior risk management and underwriting expertise, innovative product design, and dedicated client focus. RGA serves clients and partners in key markets around the world and has approximately $3.5 trillion of life reinsurance in force and assets of $89.0 billion as of June 30, 2023. To learn more about RGA and its businesses, visit www.rgare.com. Follow RGA on LinkedIn and Facebook.

###

FOR MORE INFORMATION:

Lynn Phillips

Vice President, Corporate Communications

636-736-2351

lphillips@rgare.com

Lizzie Curry

Director, Public Relations

636-736-8521

lizzie.curry@rgare.com

Jeff Hopson

Senior Vice President, Investor Relations

636-736-2068

jhopson@rgare.com

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