Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On May 19, 2021, at the 2021 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 (i) amendments to the Company’s Flexible Stock Plan (the “Flexible Stock Plan”), (ii) amendments to the Company’s Flexible Stock Plan for Directors (the “Director Plan”) and (iii) the amendment and restatement of the Company’s 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:
| | | | | | | | |
Plan | | Share increase | | | Total shares available | |
Flexible Stock Plan | | | 1,500,000 | | | | 16,460,077 | |
Director Plan | | | 25,000 | | | | 307,500 | |
Phantom Plan | | | 25,000 | | | | 155,000 | |
The Phantom Plan now also allows directors to receive dividend equivalent payments or dividend credit rights on the performance units held and accumulated in such director’s Phantom Plan account.
The amendments to the Equity Plans will not affect any award previously made to the chief executive officer, the chief financial officer or any other 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 91 through 101 in the Company’s Proxy Statement, dated April 8, 2021, for the Annual Meeting (“Proxy Statement”) filed with the Securities and Exchange Commission on that date. The descriptions of the amendments to the Equity Plans contained herein and in the Proxy Statement are qualified in their entirety by reference to the full text of the Flexible Stock Plan amendments, the Director Plan amendments and the Phantom Plan (as amended and restated), copies of which are filed as Exhibits 10.1, 10.2 and 10.3, respectively, hereto.
Item 5.07 | Submission of Matters to a Vote of Security Holders. |
The Company’s Annual Meeting of Shareholders was held on May 19, 2021. The number of shares of common stock of the Company represented at the Annual Meeting, in person or proxy, was 62,144,531 shares, or approximately 91% of the outstanding voting shares of the Company.
At the Annual Meeting, the Company’s shareholders were asked to vote on the election of twelve directors and the five other proposals described below, and the votes were cast as follows: