Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
On January 6, 2021 the Board of Directors (the "Board") of Reinsurance Group of
America, Incorporated (the "Company") appointed Shundrawn Thomas to the Board,
effective as of February 1, 2021. Mr. Thomas will serve for a term of office
ending at the Company's 2021 annual meeting of shareholders, or until his
successor is duly elected and qualified. As of February 1, 2021, the addition of
Mr. Thomas increases the size of the Board to twelve directors.
Mr. Thomas, 47, is President of Northern Trust Asset Management (NTAM), a
leading global investment manager. He is a member of the executive management
group of publicly traded Northern Trust Corporation, and collaborates with the
CEO, board, and executive team to develop and refine corporate strategy,
business strategy, and governance. He also leads due diligence for potential
acquisition targets. Mr. Thomas holds a bachelor's degree in accounting from
Florida A&M University, where he graduated magna cum laude and an MBA from the
University of Chicago Booth School of Business, with concentrations in
accounting and finance. He also holds series 7 and 63 securities licenses.
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, 2020, in which the amount involved exceeds $120,000
and in which Mr. Thomas had, or will have, a direct or indirect material
interest.
There are no arrangements or understandings between Mr. Thomas and any other
person pursuant to which he was elected as a director. Mr. Thomas will
participate in the non-employee director compensation arrangements established
by the Company for non-employee directors, as described under "Board of
Directors-Director Compensation" in the Company's proxy statement dated April 8,
2020 for its annual meeting of shareholders. Mr. Thomas has not yet been named
to any committees of the Board.
Item 7.01 Regulation FD Disclosure.
The Company issued a press release (the "Press Release") announcing the
appointment of Mr. Thomas to the Board, a copy of which is furnished with this
report as Exhibit 99.1. The information set forth in this Item 7.01, including
the Press Release, is being furnished and shall not be deemed to be "filed", as
described in Instruction B.2 of Form 8-K.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits.
Exhibit
No. Exhibit
99.1 Press Release of Reinsurance Group of America, Incorporated dated
January 6, 2021
104 Cover Page Interactive Data File (formatted as Inline XBRL)
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