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): May 9, 2011
REINSURANCE GROUP OF AMERICA, INCORPORATED
(Exact Name of Registrant as Specified in its Charter)
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Missouri
(State or other
jurisdiction of
incorporation)
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1-11848
(Commission
File Number)
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43-1627032
(IRS Employer
Identification Number) |
1370 Timberlake Manor Parkway
Chesterfield, Missouri 63017
(Address of principal executive offices)
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 (see General
Instruction A.2. below):
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of
Certain Officers; Compensatory Arrangements of Certain Officers.
On May 8, 2011, the Board of Directors of the Company approved an amendment to the Company’s
Flexible Stock Plan, as amended (the “Plan”), to delete former Section 11.1, which read as follows:
“11.1 Replacement. The Committee may permit a Participant to elect to surrender a Benefit in
exchange for a new Benefit.”
The amendment approved by the Board also renumbers former Section 11.2 (Tandem Awards) as 11.1 and
deletes the reference to replacement awards in the title of Article XI.
The Plan is being amended to address a negative recommendation recently issued by Institutional
Shareholder Services (“ISS”) with respect to the proposed amendment to the Plan. For additional
information on this matter and the ISS negative recommendation, please see the Schedule 14A filed
by the Company with the SEC on May 9, 2011.
A copy of the Plan and all amendments (excluding the proposed amendment) is filed as Exhibit 10.1
hereto.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
See Exhibit Index.
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