Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On April 20, 2018, the Board of Directors (the Board)
of Reinsurance Group of America, Incorporated (the Company) appointed John J. Gauthier and Hazel M. McNeilage to the Board, effective as of July 1, 2018, both for a term of office ending at the 2019 annual meeting, or until their
successors are duly elected and qualified. The addition of Mr. Gauthier and Ms. McNeilage increases the size of the Board to eleven directors.
Mr. Gauthier, 56, has nearly 30 years of experience in the financial services and insurance industries. Most recently, he served as President of Allied
World Financial Services and as Executive Vice President and Chief Investment Officer of Allied World Assurance Company Holdings, AG. Prior to his roles at Allied, Mr. Gauthier was Managing Director, Global Head of Insurance Fixed Income Asset
Management at Goldman, Sachs & Co. where he was responsible for the portfolio construction and oversight of all insurance fixed income assets.
Earlier in his career, Mr. Gauthier held positions at Conning Asset Management Company, General Reinsurance/New England Asset Management and The
Travelers Insurance Companies. He is a Chartered Financial Analyst and holds an MBA from the University of Pennsylvania.
In her current role,
Ms. McNeilage, 60, is Managing Director, EMEA for Northern Trust Asset Management (NTAM) and is responsible for NTAMs business across Europe, the Middle East, and Africa. Prior to her role at NTAM, she provided strategic input into asset
management acquisitions and global distribution strategy for Northill Capital Partners and held positions at QIC (Brisbane, Australia), Principal Global Investors, and Towers Perrin.
Ms. McNeilage graduated from the University of Lancaster, England, is a fellow in the actuarial institutes in the U.K. and Australia, and a Board
Leadership Fellow of the National Association of Corporate Directors.
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, 2017, in which the amount involved exceeds $120,000 and in which either Mr. Gauthier or Ms. McNeilage had, or will have, a direct or
indirect material interest.
There are no arrangements or understandings between Mr. Gauthier or Ms. McNeilage and any other person pursuant to
which he or she was elected as a director. Mr. Gauthier and Ms. McNeilage will participate in the
non-employee
director compensation arrangements established by the Company for
non-employee
directors, as described under Board of DirectorsDirector Compensation in the Companys proxy statement dated April 11, 2018 for its 2018 annual meeting of shareholders.
Mr. Gauthier and Ms. McNeilage have not yet been named to any committees of the Board.
Item 5.03 Amendments to
Articles of Incorporation or Bylaws; Change in Fiscal Year.
On April 20, 2018, the Board adopted and approved, effective immediately, amendments
(the Bylaw Amendments) to the Companys Amended and Restated Bylaws (the Bylaws) to implement proxy access.
The Bylaw Amendments added a new Article II, Section 14 that permits a shareholder, or a group of up to
20 shareholders, owning at least three percent of the Companys outstanding stock continuously for at least three years to nominate and include in the Companys annual meeting proxy materials director nominees constituting up to the
greater of two directors or twenty percent of the members of the Board; provided that the shareholders and nominees satisfy the requirements specified in the Bylaws. Proxy access will first be available in connection with the Companys 2019
annual meeting of the shareholders.
The Bylaw Amendments also include conforming, clarifying and updating changes to Article II, Section 11 related
to the advance notice requirements for nominations and business proposed by shareholders at annual and special meetings of shareholders.
The foregoing
description of the Bylaw Amendments is not complete and is qualified in its entirety by reference to the full text of the Bylaw Amendments, a copy of which is attached hereto as Exhibit 3.1 and incorporated herein by reference.