UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On May 25, 2022, the Board of Directors (the “Board”) of Reinsurance Group of America, Incorporated (the “Company”) appointed Khanh T. Tran to the Board, effective as of July 1, 2022. Mr. Tran will serve for a term of office ending at the Company’s 2023 annual meeting of shareholders, or until his successor is duly elected and qualified. As of July 1, 2022, the addition of Mr. Tran increases the size of the Board to twelve directors.
Mr. Tran, 65, retired as President and Chief Executive Officer of Aviation Capital Group LLC. Prior to that role, he held various executive positions during his 25 years with Pacific Life,, including president, chief investment officer, chief financial officer and treasurer. Mr. Tran has previously served on nine corporate boards, including CIT Group, Inc.; Aviation Capital Group LLC; Pacific Life Insurance Company; and Scottish Re, among others.
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, 2021, in which the amount involved exceeds $120,000 and in which Mr. Tran had, or will have, a direct or indirect material interest.
There are no arrangements or understandings between Mr. Tran and any other person pursuant to which he was elected as a director. Mr. Tran 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 7, 2022 for its annual meeting of shareholders. The Board has appointed Mr. Tran to serve on the Audit Committee, Investment Committee and Risk Committee of the Board.
| Item 7.01 | Regulation FD Disclosure. |
The Company issued a press release (the “Press Release”) announcing the appointment of Mr. Tran 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 May 31, 2022 | |
| 104 | Cover page interactive data file (formatted as inline XBRL). | |
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: May 31, 2022 | By: | /s/ Todd C. Larson | ||
| Todd C. Larson | ||||
| Senior Executive Vice President and Chief Financial Officer | ||||