REINSURANCE GROUP OF AMERICA INC
For the period ended May 21, 2025. Filed Apr 10, 2025.
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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.
May 21, 2025 · Filed Apr 10, 2025
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SCHEDULE 14A
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES
EXCHANGE ACT OF 1934 (AMENDMENT NO. )
| Filed by the registrant | þ | |
|---|---|---|
| Filed by a party other than the registrant | o |
| Check the appropriate box: | |
|---|---|
| o | Preliminary proxy statement |
| o | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
| þ | Definitive proxy statement |
| o | Definitive additional materials |
| o | Soliciting material pursuant to Rule 14a-12 |
REINSURANCE GROUP OF AMERICA,
INCORPORATED
(Name of Registrant as Specified in Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
| Payment of filing fee (Check the appropriate box): | |
|---|---|
| þ | No fee required. |
| o | Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11. |
| (1) | Title of each class of securities to which transaction applies: |
| (2) | Aggregate number of securities to which transaction applies: |
| (3) | Per unit price or underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the filing fee is calculated and state how it was determined): |
| (4) | Proposed maximum aggregate value of transaction: |
| (5) | Total fee paid: |
| o | Fee paid previously with preliminary materials. |
| o | Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the form or schedule and the date of its filing. |
| (1) | Amount previously paid: |
| (2) | Form, schedule or registration statement no.: |
| (3) | Filing party: |
| (4) | Date filed: |
Notice of 2025 Annual Meeting of
Shareholders
April 10, 2025
The Board of Directors (the "Board") of Reinsurance Group of America, Incorporated (the "Company") is making this proxy solicitation in connection with the Company's 2025 Annual Meeting of Shareholders to be held at 2:00 p.m. on May 21, 2025, and all adjournments and postponements thereof. The Company is first making available the Company's Annual Report to Shareholders for the year ended December 31, 2024 and this Proxy Statement on April 10, 2025.
The close of business on April 4, 2025 has been fixed as the record date for the determination of the Company shareholders entitled to vote at the Annual Meeting. As of the record date, approximately 66,085,772 shares of common stock were outstanding and entitled to be voted at the Annual Meeting.
Information about Annual Shareholders' Meeting
Date: May 21, 2025
Time: 2:00 p.m., Central time
Place: 16600 Swingley Ridge Road, Chesterfield, Missouri 63017
| Items of Business | Board Recommendation | More Information | |
| 1. | To elect all directors for a one-year term | FOR | page 1 |
| 2. | Say-on-pay: advisory vote on executive compensation | FOR | page 2 |
| 3. | To approve an amended and restated Flexible Stock Plan | FOR | page 3 |
| 4. | To approve an amended and restated Phantom Stock Plan for Directors | FOR | page 15 |
| 5 | To ratify the appointment of Deloitte & Touche as the Company's independent auditor for 2025 | FOR | page 20 |
| 6. | To consider any other business that may properly come before the Annual Meeting or any adjournment or postponement | - | page 89 |
| See "Voting Matters - Vote Requirements" (page 21) for additional information. | |||
|---|---|---|---|
Important Notice Regarding the Availability of Proxy Materials for the Annual Shareholders' Meeting
The Company's Notice of Annual Meeting, 2025 Proxy Statement and 2024 Annual Report to Shareholders are available on the Company's website at www.rgare.com. Information on our website does not constitute part of this Proxy Statement.
How to Cast Your Vote
Your vote is important. Please cast your vote and play a part in the future of the Company. Shareholders of record, who hold shares registered in their names with the Company's transfer agent, can vote by:
| Internet atwww.proxyvote.com | calling 1-800-690-6903toll-free from the U.S. or Canada | mailreturn the signed proxy card |
|---|
Whether or not you plan to attend the Annual Meeting, we encourage you to vote and submit your proxy through one of the methods above as soon as possible so that your shares may be represented at the meeting.
By
Stephen T. O'Hearn, Chair of the Board
William L. Hutton, Secretary
| Table of Contents | |
|---|---|
| Page No. | |
| Proxy Statement Summary | i |
| Voting Matters | |
| Item 1 - Election of Directors | 1 |
| Item 2 - Shareholders' Advisory Vote on Executive Compensation | 2 |
| Item 3 - Approval of Amended and Restated Flexible Stock Plan | 3 |
| Item 4 - Approval of Amended and Restated Phantom Stock Plan for Directors | 15 |
| Item 5 - Ratification of Appointment of Independent Auditor | 20 |
| Vote Requirements | 21 |
| Board of Directors and Corporate Governance | |
| Board of Directors | 23 |
| Director Nominees | 25 |
| Board Leadership and Effectiveness | 28 |
| Board Committees | 30 |
| Director Compensation | 33 |
| Board Risk Oversight | 36 |
| Other Governance Matters | 43 |
| Compensation Discussion and Analysis | |
| Overview of Compensation Practices | 46 |
| Five Elements of Compensation and 2024 Actions | 50 |
| 2025 Compensation Actions | 61 |
| Executive Compensation Process | 62 |
| Additional Compensation Disclosures | 66 |
| Committee Report | 67 |
| Compensation Tables | |
| Summary Compensation Table | 68 |
| Grants of Plan-Based Awards in 2024 | 69 |
| Outstanding Equity Awards at 2024 Year-End | 72 |
| SARs and Option Exercises and Stock Vested in 2024 | 74 |
| Pension Benefits in 2024 | 75 |
| Performance Pension Plan Details | 75 |
| Nonqualified Deferred Compensation in 2024 | 76 |
| Equity Compensation Plan Information | 77 |
| Other Executive Compensation Matters | |
| Termination or Change of Control Payments | 77 |
| Pay Versus Performance | 79 |
| CEO Pay Ratio | 83 |
| Table of Contents | |
|---|---|
| Stock Ownership | |
| Beneficial Ownership Table | 85 |
| Other Securities Ownership Information | 86 |
| Other Matters | |
| Audit Committee Report | 88 |
| Proxy Solicitation | 89 |
| Other Business | 89 |
| Questions and Answers about the Annual Meeting | 89 |
| Cautionary Note Regarding Forward-Looking Statements | 93 |
| Use of Non-GAAP Financial Measures | 94 |
| Appendix A - Proposed Amended and Restated Flexible Stock Plan | 98 |
| Appendix B - Proposed Amended and Restated Phantom Stock Plan for Directors | 120 |
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