8-K

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): October 19, 2016

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 Number)

16600 Swingley Ridge Road, Chesterfield, Missouri 63017

(Address of Principal Executive Office)

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 (see General Instruction A.2. below):

☐ 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))

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On October 19, 2016 the Board of Directors (the “Board”) of Reinsurance Group of America, Incorporated (the “Company”) appointed Patricia L. Guinn to the Board, effective on such date, for a term of office ending May 23, 2017, or until her successor is duly elected and qualified. The addition of Ms. Guinn increases the size of the Board to twelve directors.

Ms. Guinn, 61, was the Managing Director of Risk and Financial Services and a member of the executive leadership team at Towers Watson from 2010 to 2015. Previously, she served as a member of the Board and the Managing Director of Risk and Financial Services at Towers Watson’s predecessor company, Towers Perrin.

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, 2015, in which the amount involved exceeds $120,000 and in which Ms. Guinn had, or will have, a direct or indirect material interest.

The Company issued a press release announcing the appointment Ms. Guinn, a copy of which is attached hereto as Exhibit 99.1

Item 9.01 Financial Statements and Exhibits

(d) Exhibits.

Exhibit No.	Exhibit
99.1	Press Release of Reinsurance Group of America, Incorporated dated October 19, 2016

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 19, 2016	By:	/s/ Todd C. Larson
		Todd C. Larson Senior Executive Vice President and Chief Financial Officer

EXHIBIT INDEX

Exhibit Number	Description
99.1	Press Release dated October 19, 2016

EX-99.1

Exhibit 99.1

Reinsurance Group of America, Incorporated 16600 Swingley Ridge Road, Chesterfield, Missouri 63017-1706

FOR IMMEDIATE RELEASE

RGA Elects New Member to Board of Directors

ST. LOUIS, Missouri, October 19, 2016 – Reinsurance Group of America, Incorporated (NYSE: RGA) today announced the election of Patricia L. (Tricia) Guinn, retired Managing Director of Risk and Financial Services and former member of the executive leadership team at Towers Watson, to its Board of Directors. Ms. Guinn’s election as an independent director of RGA is effective today. The addition of Ms. Guinn increases the size of RGA’s Board of Directors to 12 members.

“We are well-acquainted with Tricia and her significant contributions and accomplishments throughout her long career, and I am very pleased to welcome her to our board,” said Greig Woodring, Chief Executive Officer.

“Tricia’s extensive experience and leadership role in the insurance and financial services industry will be beneficial to RGA as we focus on emerging opportunities and build upon existing and new strategies to advance RGA’s growth in the years ahead,” added Anna Manning, President. “RGA’s board will be strengthened further by the breadth of Tricia’s industry experience and knowledge,” said J. Cliff Eason, Chairman of the Board of Directors. “We are confident that her expertise in optimizing risk and capital management will provide valuable perspective to the company’s strategies and initiatives.”

During her 39-year career with Towers Watson, Ms. Guinn led an $800 million business that delivered insurance consulting and software, reinsurance brokerage and investment services to clients globally. She is a member of the board of directors of Allied World Assurance Company Holdings AG, a global provider of innovative property, casualty and specialty insurance and reinsurance solutions, and is an association member of BUPA, a leading international healthcare group.

A 2014 recipient of the Actuarial Foundation’s Insurance Legends Award, she has served on the board of the Actuarial Foundation, and is a current board member of the International Insurance Society, a member of the Society of Actuaries Nominating Committee, and a member of the American Academy of Actuaries Financial Regulatory Task Force. She also active in the Insurance Supper Club, an international network of senior insurance women dedicated to supporting the advancement of women in the industry.

Ms. Guinn graduated with honors from Hendrix College and furthered her studies with postgraduate courses at Columbia University. She is a fellow of the Society of Actuaries, a member of the American Academy of Actuaries, and a Chartered Enterprise Risk Analyst.

About RGA

Reinsurance Group of America, Incorporated is among the leading global providers of life reinsurance and financial solutions, with approximately $3.1 trillion of life reinsurance in force and assets of $53.9 billion as of June 30, 2016. Founded in 1973, RGA today is recognized for its deep technical expertise in risk and capital management, innovative solutions, and commitment to serving its clients. With headquarters in St. Louis, Missouri and operations in 26 countries, RGA delivers expert solutions in individual life reinsurance, individual living benefits reinsurance, group reinsurance, health reinsurance, facultative underwriting, product development, and financial solutions.

For more information, please contact:

Lynn Phillips

Executive Director, Public Relations

T 636.736.2351

lphillips@rgare.com