REINSURANCE GROUP OF AMERICA, INCORPORATED Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal
Year.
As described in Item 5.07 below, at the annual meeting of shareholders ("Annual
Meeting") of
The Articles of Incorporation previously provided that a special meeting of the shareholders may be called only by the Board pursuant to a resolution adopted by the affirmative vote of a majority of the entire Board or by the Chairman of the Board or the President. The Bylaws similarly provide that special meetings of the shareholders, unless otherwise prescribed by statute or by the Articles of Incorporation, may only be called by the Chairman of the Board or by the President or by a majority of the entire number of the Board. The Amended and Restated Articles of Incorporation include amendments to Article Nine to provide that special meetings of the shareholders may be called from time to time as permitted by the Bylaws.
In addition, the amendments reflected in the Amended and Restated Articles of Incorporation eliminate references to (i) the Company's prior capital structure and the conversion to the current capital structure in Article Three, (ii) the Company's original incorporator in Article Five, (iii) the phase-in provisions relating to the declassification of the Board of Directors in Article Six and (iv) the five percent ownership provisions in Article Fourteen, which have previously expired.
The Amended and Restated Articles of Incorporation reflecting these amendments
were filed with the Secretary of State of the
On
The foregoing description of the amendments to the Articles of Incorporation
does not purport to be complete and is qualified in its entirety by reference to
the complete text of (i) the Amended and Restated Articles of Incorporation, a
copy of which is filed as Exhibit 3.1(i) to this report and is incorporated
herein by reference, (ii) the Certificate of Designation Termination, a copy of
which is filed as Exhibit 3.1(ii) to this report and is incorporated herein by
reference, and (iii) the section entitled "Item 3 - Amended & Restated Articles
of Incorporation" contained in the Company's Proxy Statement for the Annual
Meeting, filed with the
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Item 5.07 Submission of Matters to a Vote of Security Holders.
The Company's Annual Meeting was held on
1. Election of the following directors for terms expiring in 2021 or until their respective successors are elected and qualified:
For Against Abstain Broker Non-Votes
Pina Albo 53,935,136 617,535 57,875 2,192,544
Christine R. Detrick 53,328,701 1,224,983 56,862 2,192,544
J. Cliff Eason 52,230,356 2,320,739 59,451 2,192,544
John J. Gauthier 53,286,533 1,265,561 58,452 2,192,544
Anna Manning 53,895,298 658,577 56,671 2,192,544
Hazel M. McNeilage 52,827,313 1,725,515 57,718 2,192,544
Steven C. Van Wyk 53,286,120 1,265,486 58,940 2,192,544
2. Advisory vote to approve the compensation of the Company's named executive
officers:
For Against Withheld Broker Non-Votes
53,347,855 1,182,549 80,142 2,192,544
3. Proposal to approve the Company's Amended & Restated Articles of
Incorporation:
For Against Withheld Broker Non-Votes
54,488,119 53,618 68,809 2,192,544
4. Proposal to ratify the appointment of
For Against Withheld Broker Non-Votes 54,490,828 2,252,041 60,221
0
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Item 9.01 Financial Statements and Exhibits
(d) Exhibits. The following documents are filed as exhibits to this report:
3.1(i) Amended & Restated of Articles of Incorporation, effective as of
May 21, 2020
3.1(ii) Certificate of Designation Termination, effective as of May 21,
2020
EX-104 Cover Page Interactive Data File (embedded within the Inline XBRL
document)
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