Reinsurance Group of America, Inc. Files Definitive Proxy Statement

Ticker: RZC · Form: DEF 14A · Filed: Apr 11, 2024 · CIK: 898174

Reinsurance Group Of America Inc DEF 14A Filing Summary
FieldDetail
CompanyReinsurance Group Of America Inc (RZC)
Form TypeDEF 14A
Filed DateApr 11, 2024
Risk Levellow
Pages15
Reading Time18 min
Key Dollar Amounts$193.60, $15,000
Sentimentneutral

Sentiment: neutral

Topics: Proxy Statement, DEF 14A, Executive Compensation, Shareholder Voting, Reinsurance Group of America

TL;DR

<b>Reinsurance Group of America, Inc. has filed its definitive proxy statement for the fiscal year ended December 31, 2023.</b>

AI Summary

REINSURANCE GROUP OF AMERICA INC (RZC) filed a Proxy Statement (DEF 14A) with the SEC on April 11, 2024. Filing Type: DEF 14A (Definitive Proxy Statement). Reporting Period: Fiscal year ended December 31, 2023. Filed As Of Date: April 11, 2024. Incorporation State: Missouri. SIC Code: 6311 (Life Insurance).

Why It Matters

For investors and stakeholders tracking REINSURANCE GROUP OF AMERICA INC, this filing contains several important signals. This filing provides shareholders with essential information regarding the company's governance, executive compensation, and voting matters for the upcoming annual meeting. Shareholders can review details on pension values, equity awards, and changes in fair value for both PEO and Non-PEO members, offering transparency into executive compensation structures.

Risk Assessment

Risk Level: low — REINSURANCE GROUP OF AMERICA INC shows low risk based on this filing. The filing is a routine proxy statement (DEF 14A) and does not contain new financial performance data or significant strategic changes, indicating a low level of immediate risk.

Analyst Insight

Shareholders should review the proxy statement to understand executive compensation details and exercise their voting rights at the upcoming annual meeting.

Key Numbers

  • 2023-12-31 — Fiscal Year End (Reporting Period)
  • 2024-04-11 — Filed As Of Date (Filing Date)
  • 2024-05-22 — Conformed Period of Report (Proxy Statement Period)

Key Players & Entities

  • REINSURANCE GROUP OF AMERICA, INCORPORATED (company) — Registrant Name
  • 0000898174 (company) — Central Index Key
  • 6311 (company) — Standard Industrial Classification
  • MO (company) — State of Incorporation
  • 1934 Act (regulator) — SEC Act
  • 6367367000 (dollar_amount) — Business Phone

FAQ

When did REINSURANCE GROUP OF AMERICA INC file this DEF 14A?

REINSURANCE GROUP OF AMERICA INC filed this Proxy Statement (DEF 14A) with the SEC on April 11, 2024.

What is a DEF 14A filing?

A DEF 14A is a definitive proxy statement sent to shareholders before annual meetings, covering executive compensation, board nominations, and shareholder votes. This particular DEF 14A was filed by REINSURANCE GROUP OF AMERICA INC (RZC).

Where can I read the original DEF 14A filing from REINSURANCE GROUP OF AMERICA INC?

You can access the original filing directly on the SEC's EDGAR system. The filing is publicly available and includes all exhibits and attachments submitted by REINSURANCE GROUP OF AMERICA INC.

What are the key takeaways from REINSURANCE GROUP OF AMERICA INC's DEF 14A?

REINSURANCE GROUP OF AMERICA INC filed this DEF 14A on April 11, 2024. Key takeaways: Filing Type: DEF 14A (Definitive Proxy Statement). Reporting Period: Fiscal year ended December 31, 2023. Filed As Of Date: April 11, 2024.

Is REINSURANCE GROUP OF AMERICA INC a risky investment based on this filing?

Based on this DEF 14A, REINSURANCE GROUP OF AMERICA INC presents a relatively low-risk profile. The filing is a routine proxy statement (DEF 14A) and does not contain new financial performance data or significant strategic changes, indicating a low level of immediate risk.

What should investors do after reading REINSURANCE GROUP OF AMERICA INC's DEF 14A?

Shareholders should review the proxy statement to understand executive compensation details and exercise their voting rights at the upcoming annual meeting. The overall sentiment from this filing is neutral.

How does REINSURANCE GROUP OF AMERICA INC compare to its industry peers?

Reinsurance Group of America, Inc. operates in the life insurance sector, providing reinsurance solutions. This filing is a standard disclosure for publicly traded companies.

Are there regulatory concerns for REINSURANCE GROUP OF AMERICA INC?

The filing is made under Section 14(a) of the Securities Exchange Act of 1934, which governs the solicitation of proxies.

Industry Context

Reinsurance Group of America, Inc. operates in the life insurance sector, providing reinsurance solutions. This filing is a standard disclosure for publicly traded companies.

Regulatory Implications

The filing is made under Section 14(a) of the Securities Exchange Act of 1934, which governs the solicitation of proxies.

What Investors Should Do

  1. Review the executive compensation tables for detailed information on salaries, bonuses, and equity awards.
  2. Understand the proposals to be voted on at the annual shareholder meeting.
  3. Note the details regarding pension values and equity award valuations for PEO and Non-PEO members.

Key Dates

  • 2024-04-11: Filing Date — Definitive proxy statement filed
  • 2024-05-22: Reporting Period End — Conformed period of report for proxy statement

Glossary

DEF 14A
Definitive Proxy Statement filed with the SEC. (This filing provides shareholders with information for voting at the annual meeting.)
PEO Member
Participants in the company's Pension Equalization Plan. (Relevant for understanding executive compensation related to pension benefits.)
Non-PEO Neo Member
Executive participants not covered by the Pension Equalization Plan. (Relevant for understanding executive compensation for a different group of executives.)

Year-Over-Year Comparison

This is a definitive proxy statement filing (DEF 14A), which is a routine annual disclosure. It does not represent a change from previous filings in terms of format or purpose.

Filing Stats: 4,600 words · 18 min read · ~15 pages · Grade level 14.7 · Accepted 2024-04-11 08:52:20

Key Financial Figures

  • $193.60 — ommon stock as reported on the NYSE was $193.60 per share. Eligibility; Participation
  • $15,000 — stock pursuant to the ESPP in excess of $15,000 (or such other amount determined by the

Filing Documents

- Election of Directors

Item 1 - Election of Directors 1

- Shareholders' Advisory Vote on Executive Compensation

Item 2 - Shareholders' Advisory Vote on Executive Compensation 1

- Approval of Employee Stock Purchase Plan

Item 3 - Approval of Employee Stock Purchase Plan 3

- Ratification of Appointment of Independent Auditor

Item 4 - Ratification of Appointment of Independent Auditor 7 Vote Requirements 9 Board of Directors and Corporate Governance Board of Directors 11 Director Nominees 14 Board Leadership and Effectiveness 17 Board Committees 20 Director Compensation 22 Board Risk Oversight 25 Other Governance Matters 33 Compensation Discussion and Analysis Overview of Compensation Practices 35 Five Elements of Compensation and 2023 Actions 40 2024 Compensation Actions 53

Executive Compensation Process

Executive Compensation Process 54 Committee Report 57 Compensation Tables Summary Compensation Table 58 Grants of Plan-Based Awards in 2023 60 Outstanding Equity Awards at 2023 Year-End 62 SARs and Option Exercises and Stock Vested in 2023 64 Pension Benefits in 2023 65 Performance Pension Account Benefits 66 Nonqualified Deferred Compensation in 2023 67 Equity Compensation Plan Information 67 Other Executive Compensation Matters Additional Compensation Disclosure s 68 Termination or Change of Control Payments 69 Pay Versus Performance 71 CEO Pay Ratio 75 Table of Contents Stock Ownership Beneficial Ownership Table 77 Other Securities Ownership Information 78 Other Matters Audit Committee Report 80 Proxy Solicitation 81 Other Business 81 Questions and Answers a bout the Annual Meeting 81 Cautionary Note Regarding Forward-Looking Statements 85 Use of Non-GAAP Financial Measures 86 Appendix A - Employee Stock Purchase Plan 93 Proxy Statement Summary These proxy materials are being provided to you because the Company's Board of Directors is soliciting your proxy to vote your shares at the Company's 2024 Annual Shareholders' Meeting. This summary highlights information contained elsewhere in this proxy statement ("Proxy Statement"). This summary does not contain all of the information that you should consider and you should read the entire Proxy Statement carefully before voting. Page references are supplied to help you find additional information in this Proxy Statement. This Proxy Statement and the related proxy materials were first made available to shareholders and on the Internet on April 11, 2024. Annual Shareholders' Meeting Date & Time : May 22, 2024, 2:00 p.m., Central time Place : 16600 Swingley Ridge Road, Chesterfield, Missouri 63017 Record Date : Close of business on March 28, 2024 Voting Matters and Board Recommendations Items of Business Board Recommendation More Info

– Election of Directors

Item 1 – Election of Directors The first item to be acted upon at the Annual Meeting is the election of the following director nominees to the Company's Board of Directors, each with a term ending at the Company's 2025 annual meeting of shareholders: Name Director Since Independent Pina Albo 2019 Yes Michele Bang 2023 Yes Tony Cheng 2023 No John J. Gauthier 2018 Yes Patricia L. Guinn 2016 Yes Hazel M. McNeilage 2018 Yes George Nichols III 2022 Yes Stephen O'Hearn (Chair) 2020 Yes Alison Rand 2024 Yes Shundrawn Thomas 2021 Yes Khanh T. Tran 2022 Yes Steven C. Van Wyk 2019 Yes The Board nominates each of these individuals for election at the Annual Meeting. Each nominee is currently a member of the Board. All director nominees stand for election for a one-year term. Should any one or more of the nominees be unable or unwilling to serve (which is not expected), the proxies will be voted for such other person or persons as the Board may recommend unless such proxies are marked otherwise. See "Board of Directors and Corporate Governance" beginning on page 11 for further information related to "Item 1 - Election of Directors." Vote Required The vote required to elect each director is a majority of the common stock represented in person or by proxy at the Annual Meeting and entitled to vote on this matter. Recommendation of the Board of Directors The Board of Directors recommends a vote FOR all nominees for election as a director.

– Shareholders' Advisory Vote on Executive Compensation

Item 2 – Shareholders' Advisory Vote on Executive Compensation The Dodd-Frank Act enables our shareholders to vote to approve, on an advisory basis (i.e., non-binding), the compensation of the named executive officers as disclosed in this Proxy Statement 1 pursuant to Item 402 of Regulation S-K (including in the Compensation Discussion and Analysis section, compensation tables and accompanying narrative disclosures). The Company has a "pay-for-performance" philosophy that forms the foundation of all decisions regarding compensation of the named executive officers. This compensation philosophy, and the program structure approved by the Human Capital and Compensation Committee (the "Committee"), is central to our ability to attract, retain and motivate individuals who can achieve superior financial results. Please refer to " Compensation Discussion and Analysis – Overview of Compensation Practices" for further discussion of the compensation of the named executive officers. A primary focus of the Committee is whether the Company's executive compensation program serves the best interests of the Company's shareholders. At the Company's 2023 Annual Meeting, 95% of votes cast on the proposal approved the compensation program described in the proxy statement for that meeting. 2023 Say on Pay Votes Percentage of Votes Cast in Favor of "Say on Pay" 95% At the Company's 2022 Annual Meeting, 62% of votes cast on the proposal approved the compensation program described in the proxy statement for that meeting. As a result, the Company engaged in the extensive shareholder outreach efforts described in last year's proxy statement to obtain feedback from our shareholders. We adjusted our compensation structure and disclosures in light of that feedback. Prior to 2022, shareholder feedback at our previous annual meetings was uniformly positive as reflected in the following table: Say on Pay Votes (2012-2021) Annual Meeting Year Percentage of Votes Cast in Favor of "Say

– Approval of Employee Stock Purchase Plan

Item 3 – Approval of Employee Stock Purchase Plan Overview On March 7, 2024, upon the recommendation of the Human Capital and Compensation Committee (the "Committee"), our Board of Directors approved the adoption of the Reinsurance Group of America, Incorporated Employee Stock Purchase Plan (the "ESPP"), subject to shareholder approval in accordance with NYSE listing standards. If the shareholders of the Company do not approve the ESPP, the ESPP will not become effective. We intend for the ESPP to offer a convenient means for employees of the Company (excluding our Section 16 officers) who might not otherwise purchase and hold our common stock to do so, and for the matching stock purchase feature as described below to provide a meaningful incentive to participate. We believe that the opportunity for these employees to acquire a proprietary interest in the Company through the purchase of shares of common stock and this matching feature will assist in attracting, retaining and rewarding employees, and strengthen the mutuality of interest between our employees and Company shareholders. The ESPP is not intended to qualify as an "employee stock purchase plan" under Section 423 of the Internal Revenue Code of 1986, as amended (the "Code"). Materials Terms of ESPP The material features of the ESPP are summarized below. The following summary of the ESPP does not purport to be a complete description of all of the provisions of the ESPP, and is qualified in its entirety by reference to the complete text of the ESPP, a copy of which is attached as Appendix A to this proxy statement. Administration . The ESPP shall be administered by a committee appointed by our Board of Directors, which shall initially be the Human Capital and Compensation Committee of the Board (the "Administrator"). Any power of the Administrator may also be exercised by the Board. The Administrator will have broad authority pursuant to the terms of the ESPP, including full and exclusive discretionary

View Full Filing

View this DEF 14A filing on SEC EDGAR

View on ReadTheFiling | About | Contact | Privacy | Terms

Data from SEC EDGAR. Not affiliated with the SEC. Not investment advice. © 2026 OpenDataHQ.