8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of Earliest Event Reported): December 31, 2022

REINSURANCE GROUP OF AMERICA, INCORPORATED

(Exact Name of Registrant as Specified in its Charter)

Missouri	1-11848	43-1627032
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

16600 Swingley Ridge Road, Chesterfield, Missouri 63017

(Address of Principal Executive Offices, and Zip Code)

Registrant’s telephone number, including area code: (636) 736-7000

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, par value $0.01	RGA	New York Stock Exchange
5.75% Fixed-To-Floating Rate Subordinated Debentures due 2056	RZB	New York Stock Exchange
7.125% Fixed-Rate Reset Subordinated Debentures due 2052	RZC	New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter):

☐ Emerging growth company

☐ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

As previously announced, J. Cliff Eason retired from the Board of Directors (the “Board”) of Reinsurance Group of America, Incorporated (the “Company”) on December 31, 2022 pursuant to the mandatory retirement provisions of the Company’s Corporate Governance Guidelines (as modified with respect to Mr. Eason). The retirement of Mr. Eason decreases the size of the Board to eleven directors.

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: January 3, 2023	By:	/s/ Todd C. Larson
		Todd C. Larson
		Senior Executive Vice President and Chief Financial Officer

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Document and Entity Information	Dec. 31, 2022
Document And Entity Information [Line Items]
Entity Registrant Name	REINSURANCE GROUP OF AMERICA INC
Amendment Flag	false
Entity Central Index Key	0000898174
Document Type	8-K
Document Period End Date	Dec. 31, 2022
Entity Incorporation State Country Code	MO
Entity File Number	1-11848
Entity Tax Identification Number	43-1627032
Entity Address, Address Line One	16600 Swingley Ridge Road
Entity Address, City or Town	Chesterfield
Entity Address, State or Province	MO
Entity Address, Postal Zip Code	63017
City Area Code	(636)
Local Phone Number	736-7000
Written Communications	false
Soliciting Material	false
Pre Commencement Tender Offer	false
Pre Commencement Issuer Tender Offer	false
Entity Emerging Growth Company	false
Common Stock [Member]
Document And Entity Information [Line Items]
Security 12b Title	Common Stock, par value $0.01
Trading Symbol	RGA
Security Exchange Name	NYSE
M 5.75 Fixed To Floating Rate Subordinated Debentures Due 2056 [Member]
Document And Entity Information [Line Items]
Security 12b Title	5.75% Fixed-To-Floating Rate Subordinated Debentures due 2056
Trading Symbol	RZB
Security Exchange Name	NYSE
M 7.125 Fixed Rate Reset Subordinated Debentures Due 2052 [Member]
Document And Entity Information [Line Items]
Security 12b Title	7.125% Fixed-Rate Reset Subordinated Debentures due 2052
Trading Symbol	RZC
Security Exchange Name	NYSE