Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
On
Plan Share increase Total shares available Flexible Stock Plan 1,500,000 16,460,077 Director Plan 25,000 307,500 Phantom Plan 25,000 155,000
The Phantom Plan now also allows directors to receive dividend equivalent payments or dividend credit rights on the performance units held and accumulated in such director's Phantom Plan account.
The amendments to the Equity Plans will not affect any award previously made to the chief executive officer, the chief financial officer or any other named executive officer of the Company under the Equity Plans, nor under any other compensatory plan, contract or arrangement covering any such person.
The Equity Plans, as proposed to be amended, are described in greater detail in
proposals four, five and six on pages 91 through 101 in the Company's Proxy
Statement, dated
Item 5.07 Submission of Matters to a Vote of Security Holders.
The Company's Annual Meeting of Shareholders was held on
At the Annual Meeting, the Company's shareholders were asked to vote on the election of twelve directors and the five other proposals described below, and the votes were cast as follows:
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1. Election of the following directors for terms expiring in 2022 or until their respective successors are elected and qualified:
For Against Abstain Broker Non-Votes Pina Albo 59,296,025 660,652 98,206 2,089,648 Christine R. Detrick 59,312,685 649,748 92,450 2,089,648 J. Cliff Eason 59,120,094 840,327 94,462 2,089,648 John J. Gauthier 59,908,369 47,372 99,142 2,089,648 Patricia Guinn 59,910,643 51,827 92,413 2,089,648 Anna Manning 59,908,425 55,179 91,279 2,089,648 Hazel M. McNeilage 58,708,625 1,253,694 92,564 2,089,648 Stephen O'Hearn 59,912,121 48,348 94,414 2,089,648 Frederick J. Sievert 58,554,302 1,401,283 99,298 2,089,648 Shundrawn Thomas 59,906,054 49,060 99,769 2,089,648 Stanley B. Tulin 59,906,115 54,190 94,578 2,089,648 Steven C. Van Wyk 59,909,332 46,290 99,261 2,089,648 2. Advisory vote to approve the compensation of the Company's named executive officers: For Against Withheld Broker Non-Votes 56,692,324 2,750,902 611,657 2,089,648 3. Proposal to approve the amendments to the Company's Flexible Stock Plan: For Against Withheld Broker Non-Votes 55,361,277 4,568,610 124,996 2,089,648 4. Proposal to approve the amendments to the Company's Flexible Stock Plan for Directors: For Against Withheld Broker Non-Votes 56,241,116 3,698,920 114,847 2,089,648
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5. Proposal to approve the Company's Amended & Restated Phantom Stock Plan for Directors: For Against Withheld Broker Non-Votes 59,347,147 590,806 116,930 2,089,648
6. Proposal to ratify the appointment of
For Against Withheld Broker Non-Votes 59,568,006 2,483,745 92,780
0
Item 9.01 Financial Statements and Exhibits
(d) Exhibits. The following documents are filed as exhibits to this report:
10.1 Amendment to theReinsurance Group of America , Incorporated Flexible Stock Plan, effectiveMay 19, 2021 . 10.2 Amendment to theReinsurance Group of America , Incorporated Flexible Stock Plan for Directors, effectiveMay 19, 2021 . 10.3Reinsurance Group of America , Incorporated Phantom Stock Plan for Directors, as amended and restated effectiveMay 19, 2021 . 104 Cover Page Interactive Data File (formatted as Inline XBRL) to the exhibit index
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