Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
On September 9, 2020 the Board of Directors (the "Board") of Reinsurance Group
of America, Incorporated (the "Company") appointed Stephen T. O'Hearn to the
Board, effective as of October 1, 2020, and Keng Hooi Ng to the Board, effective
June 1, 2021, which follows the completion of a previous post-retirement
commitment. Mr. O'Hearn 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. Mr. Ng will serve for a term of office ending at the Company's 2022
annual meeting of shareholders, or until his successor is duly elected and
qualified. As of October 1, 2020, the addition of Mr. O'Hearn increases the size
of the Board to eleven directors and the addition of Mr. Ng in 2021 will
increase the size of the Board to twelve directors.
Mr. O'Hearn, 60, was the Global Leader of the Insurance Practice of
PricewaterhouseCoopers ("PwC") from 2015 to 2020 and part of PwC's extended
global leadership team. A trained accountant, Mr. O'Hearn spent 38 years with
PwC and has 26 years of experience as an audit partner, serving a variety of
clients in the financial services industry. He is a Certified Public Accountant
and served on the Board of the International Insurance Society 2009 to 2018.
Mr. Ng, 65, was Group Chief Executive and President of AIA Group Limited ("AIA
Group") from 2017 to May 2020, and most recently served as Senior Advisor. From
2010 to 2017, Mr. Ng served as Regional Chief Executive at AIA Group, and was
responsible for the business operations in China, Thailand, Singapore, Malaysia,
Indonesia, Taiwan and Brunei. He joined AIA Group from Great Eastern Holdings,
Singapore where he was Group Chief Executive from December 2008 to October 2010.
Prior to that position, Mr. Ng was with Prudential plc for almost 20 years,
including as a member of Prudential Corporation Asia's board and Regional
Managing Director of Malaysia, Singapore and Indonesia. Mr. Ng has been a Fellow
of the Society of Actuaries (U.S.) since 1985.
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, 2019, in which the amount involved exceeds $120,000
and in which Mr. O'Hearn or Mr. Ng had, or will have, a direct or indirect
material interest.
There are no arrangements or understandings between either Mr. O'Hearn or Mr. Ng
and any other person pursuant to which he was elected as a director. Messrs.
O'Hearn and Ng will both 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. Neither
Mr. O'Hearn nor Mr. Ng have 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 Messrs. O'Hearn and Ng 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.
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Item 9.01 Financial Statements and Exhibits
(d) Exhibits.
Exhibit
No. Exhibit
99.1 Press Release of Reinsurance Group of America, Incorporated dated
September 9, 2020
104 Cover Page Interactive Data File (formatted as Inline XBRL)
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REINSURANCE GROUP OF AMERICA, INCORPORATED 
