UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
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| Item 5.03. | Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year |
On December 20, 2022, in connection with the new Securities and Exchange Commission Rule 14a-19 under the Securities Exchange Act of 1934, as amended regarding universal proxy cards (the “Universal Proxy Rule”) and a periodic review of the bylaws of Reinsurance Group of America, Incorporated (the “Company”), the Board of Directors (the “Board”) of the Company adopted and approved amended and restated bylaws (the “Amended and Restated Bylaws”), effective immediately. Among other things, the amendments effected by the Amended and Restated Bylaws:
| • | Enhance procedural mechanics and disclosure requirements in connection with shareholder nominations of directors made in connection with annual and special meetings of shareholders, including, without limitation: |
| • | Adding a requirement that any shareholder submitting a nomination notice make a representation as to whether such shareholder intends to solicit proxies in support of director nominees other than the Company’s nominees in accordance with the Universal Proxy Rule; |
| • | Clarifying that if any shareholder provides notice pursuant to the Universal Proxy Rule and subsequently either (i) notifies the Company that such shareholder no longer intends to solicit proxies in support of director nominees other than the Company’s nominees or (ii) such shareholder fails to comply with the requirements of the Universal Proxy Rule, then such nomination will be disregarded and no vote on such nominee proposed by such shareholder will occur; |
| • | Providing that the number of nominees proposed by shareholders submitting a nomination notice may not exceed the number of directors to be elected at the relevant meeting of shareholders; and |
| • | Requiring that proposed nominees make themselves available for and submit to interviews by the Board or any Board committee on or prior to the later of (i) ten (10) days following the date of any reasonable request therefor from the Board or any Board committee, and (ii) the 30th day prior to the meeting of shareholders at which any such proposed nominee is nominated to be elected. |
| • | Require any shareholders directly or indirectly soliciting proxies from other stockholders to use a proxy card color other than white, with the white proxy card being reserved for exclusive use by the Board; |
| • | Clarify the Board’s authority to designate the location for shareholder meetings, which may be held by means of remote communication; and |
| • | Make various other updates, including technical, ministerial and conforming changes. |
The foregoing summary of the amendments effected by the Amended and Restated Bylaws does not purport to be complete and is qualified in its entirety by reference to the complete text of the Amended and Restated Bylaws, which are filed as Exhibit 3.1 hereto and are incorporated herein by reference.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits.
| Exhibit |
Description | |
| 3.1 | Reinsurance Group of America, Incorporated Amended and Restated Bylaws as amended and restated December 20, 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: December 20, 2022 | By: | /s/ Todd C. Larson | ||||
| Todd C. Larson | ||||||
| Senior Executive Vice President and Chief Financial Officer | ||||||