Reinsurance Group of America, Incorporated (RGA)
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Apr 27, 2026, 1:24 PM EDT - Market open
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AGM 2020

May 20, 2020

Speaker 1

Welcome to the twenty twenty annual meeting for Reinsurance Group of America. Our host for today's call is Anna Manning, president and CEO. At this time, all participants are a listen only mode. I'll now turn the call over to your host. Anna Manning, you may begin.

Speaker 2

Good afternoon. I'm Anna Manning, President and Chief Executive Officer of Reinsurance Group of America Incorporated, and it is my pleasure to welcome all of you to the twenty twenty Annual Meeting of Shareholders. Due to safety concerns regarding the COVID-nineteen outbreak, we are hosting this meeting virtually through a platform provided by Broadridge. I would like to note that Mr. Cliff Eason, Chairman of the Board of Directors also is attending this meeting.

At the request of Mr. Eason, I will act as Chair of today's meeting. It is two p. M. And in accordance with the notice of the meeting, I call this meeting to order.

It is our intention to conduct this meeting in accordance with the agenda. You will note that Item 10 in the order of business is an opportunity for shareholders to submit questions. If you have any questions that you'd like us to address, please type them into the designated field on the web portal to be answered at the end of the meeting. Only validated shareholders may ask questions. Out of consideration for others, please limit yourself to one question.

Though we may not be able to answer every question, we will do our best to provide a response to as many as possible. Before proceeding to the business of the meeting, I would like to note that Eric Johnson of Deloitte and Touche, the company's independent auditor, also is attending this meeting. We are being assisted in the tabulation of proxies and ballots by Nancy Hoff Hoffman of Broadridge Investor Communication Solutions, who is serving as Inspector of Election. Also in attendance are Todd Larson, the company's Chief Financial Officer and Bill Hutton, the company's General Counsel and secretary, who will assist with procedural matters during the meeting. Mister Hutton will now report on the mailing of the notice of this meeting and the presence of a quorum.

Speaker 3

This meeting is being held pursuant to a printed notice mailed on or around 04/08/2020 to each shareholder of record on 03/17/2020. A list of shareholders entitled to vote at this meeting has been available for the past ten days and is available for examination by any shareholder upon request. All documents concerning the call and notice of the meeting will be filed with the records of the meeting.

Speaker 2

I declare that a quorum is present at this meeting. On behalf of the board of directors, I would like to express my appreciation to all shareholders who have returned their proxies. Most of those shareholders who returned proxies authorized the persons named in the proxy to vote on all propositions coming before the meeting. Electronic voting is available for those of you who wish to vote during the meeting. In the interest of time, I ask mister Hutton to summarize the minutes of the two thousand and nineteen annual meeting of shareholders.

Speaker 3

The twenty nineteen annual meeting of the shareholders was held on 05/22/2019 at the company's headquarters in Chesterfield, Missouri. Anna Manning, president and chief executive officer of the company, declared a quorum present. Secretary Bill Hutton summarized the minutes of the previous year's annual meeting of shareholders. All proposals presented at the 2019 meeting were approved by more than the requisite percentage of the outstanding common stock of the company applicable for each proposal. Ms.

Manning gave a report on the company's activities and progress during the preceding year and opened the meeting for questions. After an opportunity for discussion from the floor, the meeting was adjourned.

Speaker 2

Now I will present the matters to be voted upon. Please note, if you'd like to vote electronically during the meeting, you may do so at any time. As specified in the notice of the meeting, the first proposal is the election of seven directors to serve until the twenty twenty one annual meeting. To put in the nomination of those individuals named as nominees for director listed in the proxy statement, I recognize mister Hutton.

Speaker 3

I hereby nominate for election as directors of the company, Pina Albo, Christine Dietrich, Cliff Eason, John Gauthier, Anna Manning, Hazel McNeelage, and Steve Van Wyke to serve for terms expiring on the date of the annual meeting in 2021 or until their respective successors are duly elected and qualified as described in the proxy statement for this meeting. Shareholders voting electronically may do so now.

Speaker 2

The second proposal is an advisory vote to approve the compensation of the company's named executive officers as described in the proxy statement for this meeting. This vote is required as a result of the Dodd Frank Act, and we hold such vote on an annual basis. It is a nonbinding vote, although the Compensation Committee and the board will take the results of the vote into account when making future compensation decisions. Shareholders voting electronically may do so now. The third proposal to be voted on is to approve amendments to the company's amended and restated articles of incorporation as described in the company's proxy statement.

The proposed amendments do not substantively change the articles of incorporation except to reflect that special meetings of the shareholders may be called from time to time as specified in the company's bylaws. Shareholders voting electronically may do so now. The final proposal to be acted upon by the shareholders is a vote to ratify appointment of Deloitte and Touche as the company's independent auditor for the fiscal year ending 12/31/2020, as described in the proxy statement. Any shareholders who have not yet voted or wishes to change their vote on any matter may do so by clicking on the voting button on the web portal and following the instructions there. Shareholders who have sent in proxies or voted via telephone or Internet and do not want to change their vote do not need to take any further action.

Speaker 4

Now that everyone has had the opportunity to vote, I declare the polls for the twenty twenty RGA Annual Meeting of Shareholders closed. Will the secretary please report the results of the balloting?

Speaker 5

We have been informed by the inspector of election that 56,803,090 shares of the company's common stock are present at this meeting in person or by proxy. This is 92% of the outstanding common stock of the company. The preliminary voting report shows that the proposals have been voted as follows. More one, more than a majority of the common stock represented in person or by proxy at this meeting voted for the election of each of the director nominees. Two, for the approval of the compensation of the company's named executive officers.

Three, a majority of all the issued and outstanding shares of common stock, whether or not represented in person or by proxy at this meeting, voted for the approval of the company's amended and restated articles of incorporation. And four, more than a majority of the common stock represented in person or by proxy at this meeting voted for the ratification of the appointment of Doha Intouche as the company's independent auditor for the fiscal year ending 12/30/2020.

Speaker 4

We have now come to the part of the order of business providing for questions from shareholders. At this time, we note that there are no questions submitted by shareholders during today's meeting via the web portal. There being no other business, this concludes our meeting. I would like again to express my appreciation to the shareholders who attended the meeting as well as those who submitted their proxies but were not able to be present in person. The meeting is adjourned.

Speaker 1

This now concludes the meeting. Thank you for joining, and have a pleasant day.

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