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): February 21, 2006
REINSURANCE GROUP OF AMERICA, INCORPORATED
(Exact Name of Registrant as Specified in its Charter)
MISSOURI 1-11848 43-1627032
(State or Other Jurisdiction of (Commission (IRS Employer
Incorporation) File Number) Identification Number)
1370 TIMBERLAKE MANOR PARKWAY, CHESTERFIELD, MISSOURI 63017
(Address of Principal Executive Office)
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):
[ ] 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))
ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
On February 21, 2006, the Compensation Committee ("Compensation
Committee") of the Board of Directors of Reinsurance Group of America,
Incorporated (the "Company") approved the following actions with regard to
the compensation of the executive officers who were named in the Summary
Compensation Table of the Company's 2005 Proxy Statement (the "2005 Named
Executive Officers") and who are expected to be named in the Summary
Compensation Table of the Company's 2006 Proxy Statement (the "2006 Named
Executive Officers"):
COMPENSATION OF 2006 NAMED EXECUTIVE OFFICERS
On February 21, 2006, the Compensation Committee approved the base
salaries for the 2006 Named Executive Officers. The increases in base
salaries are intended to bring compensation to a more appropriate level for
those positions, based on market data. The Compensation Committee also
reviewed the performance of the Company's President and Chief Executive
Officer during 2005. A summary of the salaries for the 2006 Named Executive
Officers for 2006 is attached as Exhibit 10.1 hereto and is hereby
incorporated by reference.
INCENTIVES UNDER THE MANAGEMENT INCENTIVE PLAN
The Compensation Committee approved the performance goals and
business criteria for the 2006 Named Executive Officers under the
Reinsurance Group of America, Incorporated Management Incentive Plan, as
amended and restated effective January 1, 2003 (the "MIP"), for 2006. The
MIP provides incentive compensation based on a participant's individual
performance as well as his or her division's and the Company's achievements.
Based on these performance goals, the Compensation Committee approves
specific incentives with a minimum level of performance that must be met
before any payment to the individual can be made, a target and a maximum.
The Company's performance must meet certain levels, as determined in advance
by the Compensation Committee, before any awards are made under the MIP.
Awards are based on a specific percentage of salary, which varies for each
participant.
A summary of the award levels and performance goals under the MIP
for the 2006 Named Executive Officers for 2006 is attached as Exhibit 10.2
hereto and is hereby incorporated by reference. The foregoing description of
the MIP is only a summary and is qualified in its entirety by the full text
of the MIP, a copy of which is attached as Exhibit 10.3 hereto and is hereby
incorporated by reference.
The Compensation Committee also approved the MIP awards for the
2005 Named Executive Officers for 2005 performance. The Company's revenue
growth in fiscal 2005 exceeded the amount for minimum bonus awards, under
that component of the MIP, but did not reach the amount for target bonus
awards. The Company's operating earnings in fiscal 2005 did not reach the
amount for minimum bonus awards, under that component of the MIP. The
amounts of the MIP awards are as follows: A. Greig Woodring - $86,829; David
B. Atkinson - $46,671; Jack B. Lay - $39,082; Paul A. Schuster - $39,082;
and Graham Watson - $50,315.
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GRANT OF STOCK OPTIONS
The Compensation Committee approved the grant of the following
stock options on February 21, 2006 to the 2006 Named Executive Officers
under the Reinsurance Group of America, Incorporated Flexible Stock Plan
(the "Stock Plan"): A. Greig Woodring - 37,911; David B. Atkinson - 11,321;
Jack B. Lay - 11,321; Paul A. Schuster - 11,321; and Graham Watson - 11,321.
The options have an exercise price of $47.48 per share, vest in 25%
increments on December 31 of the second, third, fourth and fifth anniversary
dates of the grant and generally may only be exercised while the officer is
an employee or retiree of the Company. The options were granted pursuant to
the terms of the Stock Plan and an award agreement. A copy of the Stock Plan
and the form of award agreement are attached as Exhibits 10.4, 10.5, 10.6,
10.7 and 10.8 hereto and are hereby incorporated by reference.
PERFORMANCE CONTINGENT RESTRICTED STOCK AWARDS
The Compensation Committee approved the grant of certain
performance contingent restricted stock awards on February 21, 2006 to the
2006 Named Executive Officers under the Stock Plan. The Compensation
Committee has established as performance goals annual operating earnings
(net income from continuing operations less realized capital gains and
losses and certain other non-operating items) per share and annual
consolidated revenues. The Compensation Committee granted to each 2006 Named
Executive Officer a target award of shares of the Company's common stock.
The Compensation Committee also sets award levels with a minimum level of
performance that must be met before any payment to the individual can be
made, a target and a maximum. If the Company does not meet certain
performance goals, the awards will not be paid, and if the Company exceeds
those performance goals, the award can be as much as 200% of the targeted
award opportunity. The awards also are contingent upon the 2006 Named
Executive Officer's employment status with the Company at the end of the
3-year performance period. The target number of shares of the Company's
common stock awarded to the 2006 Named Executive Officers is as follows: A.
Greig Woodring - 15,998; David B. Atkinson - 4,777; Jack B. Lay - 4,777;
Paul A. Schuster - 4,777; and Graham Watson - 7,000. The awards were made
pursuant to the terms of the Stock Plan and an award agreement. A copy of
the Stock Plan and the form of award agreement are attached as Exhibits
10.4, 10.5, 10.6, 10.7 and 10.9 hereto and are hereby incorporated by
reference.
The Company will provide additional information regarding the
compensation paid to the 2006 Named Executive Officers in the Company's 2006
Proxy Statement, which is expected to be filed with the Securities and
Exchange Commission in April, 2006.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
(c) Exhibits
See exhibit index
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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: February 24, 2006 By: /s/ Jack B. Lay
----------------------------------
Jack B. Lay
Executive Vice President and Chief
Financial Officer
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EXHIBIT INDEX
Exhibit No. Exhibit
----------- -------
10.1* Summary of the salaries for the named executive officers of
the Company
10.2* Summary of the award levels and performance goals under the
Management Incentive Plan for the named executive officers
of the Company
10.3* Reinsurance Group of America, Incorporated Management
Incentive Plan, as amended and restated effective
January 1, 2003, incorporated by reference to the
Company's Proxy Statement on Schedule 14A for the
annual meeting of shareholders on May 28, 2003, filed
on April 10, 2003
10.4* Reinsurance Group of America, Incorporated Flexible
Stock Plan, as amended and restated effective July 1,
1998, incorporated by reference to Exhibit 10.12 to the
Company's Annual Report on Form 10-K, filed with the
Securities and Exchange Commission on March 12, 2004
10.5* Amendment effective as of May 24, 2000 to the
Reinsurance Group of America, Incorporated Flexible
Stock Plan, as amended and restated July 1, 1998,
incorporated by reference to Exhibit 10.13 to the
Company's Annual Report on Form 10-K, filed with the
Securities and Exchange Commission on March 12, 2004
10.6* Second Amendment effective as of May 28, 2003 to the
Reinsurance Group of America, Incorporated Flexible
Stock Plan, as amended and restated July 1, 1998,
incorporated by reference to Exhibit 10.14 to the
Company's Annual Report on Form 10-K, filed with the
Securities and Exchange Commission on March 12, 2004
10.7* Third Amendment effective as of May 26, 2004 to the
Reinsurance Group of America, Incorporated Flexible
Stock Plan, as amended and restated July 1, 1998,
incorporated by reference to Exhibit 10.1 to the
Company's Quarterly Report on Form 10-Q, filed with the
Securities and Exchange Commission on August 6, 2004
10.8* Form of Reinsurance Group of America, Incorporated
Flexible Stock Plan Non-Qualified Stock Option
Agreement, incorporated by reference to Exhibit 10.1 to
the Company's Current Report on Form 8-K, filed with
the Securities and Exchange Commission on September 10,
2004
10.9* Form of Reinsurance Group of America, Incorporated
Flexible Stock Plan Performance Contingent Restricted
Stock Agreement, incorporated by reference to Exhibit
10.2 to the Company's Current Report on Form 8-K, filed
with the Securities and Exchange Commission on
September 10, 2004
* Denotes management contract or compensatory plan arrangements.
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