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 20, 2007
REINSURANCE GROUP OF AMERICA, INCORPORATED
(Exact Name of Registrant as Specified in its Charter)
MISSOURI 1-11848 43-1627032
(State or Other Jurisdiction (Commission (IRS Employer
of 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))
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ITEM 5.02 DEPARTURE OF DIRECTORS OR PRINCIPAL OFFICERS; ELECTION OF DIRECTORS;
APPOINTMENT OF PRINCIPAL OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN
OFFICERS.
On February 20, 2007, 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 certain executive officers who were named in the Summary
Compensation Table of the Company's 2006 Proxy Statement and who are expected
to be named in the Summary Compensation Table of the Company's 2007 Proxy
Statement (the "Named Executive Officers"):
COMPENSATION OF 2007 NAMED EXECUTIVE OFFICERS
The Compensation Committee approved the base salaries for the Named
Executive Officers. The salaries for the Named Executive Officers for 2007 are
described in Exhibit 10.1 hereto and are hereby incorporated by reference.
INCENTIVES UNDER THE MANAGEMENT INCENTIVE PLAN
The Compensation Committee approved the payout for the Named
Executive Officers for 2006 performance under the Reinsurance Group of
America, Incorporated Management Incentive Plan, as amended and restated
effective January 1, 2003 (the "MIP"). 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. The Compensation Committee
determined that the Company's operating earnings and revenue growth in fiscal
2006 exceeded the amount for target bonus awards but did not reach the level
for maximum awards. The MIP payouts for the Named Executive Officers for 2006,
as approved by the Compensation Committee, are described in Exhibit 10.1
hereto and are 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 10.2 hereto and is hereby
incorporated by reference.
The Compensation Committee also approved the 2007 award levels for
the Named Executive Officers under the MIP, which are described in Exhibit
10.1 hereto and are hereby incorporated by reference.
PERFORMANCE CONTINGENT RESTRICTED STOCK AWARD AND GRANT
The Compensation Committee approved the awards for the Named
Executive Officers for the grants of performance contingent restricted stock
made in 2004 under the Reinsurance Group of America, Incorporated Flexible
Stock Plan (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. At the
beginning of each three year performance period, the Compensation Committee
grants to each 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 restricted stock 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. Grants of performance contingent
restricted stock are not treated as outstanding shares until the performance
goals are met and awards are paid, as determined and approved by the
Compensation Committee. Awards are paid in shares of fully vested, unrestricted
common stock. The awards also are contingent upon the Named
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Executive Officer's continued employment status with the Company at the end of
the 3-year performance period.
The 2004 grants used a three year performance period that ended
December 31, 2006. The Compensation Committee determined that the Company's
operating earnings and revenue growth for the three year performance period
attained the level for maximum awards of 200% and approved the payout of the
performance contingent restricted stock awards for the Named Executive
Officers for the 2004 grants, which are described in Exhibit 10.1 hereto and
are hereby incorporated by reference.
The Compensation Committee also approved the 2007 grant of shares of
performance contingent restricted stock to the Named Executive Officers under
the Stock Plan. The grants were made pursuant to the terms of the Stock Plan
and a grant agreement. The grants of shares of performance contingent
restricted stock for the Named Executive Officers for 2007 are described in
Exhibit 10.1 hereto and are hereby incorporated by reference. A copy of the
Stock Plan and the form of award agreement are attached as Exhibits 10.4,
10.5, 10.6, and 10.8 hereto and are hereby incorporated by reference.
GRANT OF STOCK OPTIONS
The Compensation Committee approved the 2007 grant of stock options
to the Named Executive Officers under the Stock Plan. The options have an
exercise price of $59.63 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. Vesting will be accelerated upon the officer's death or
disability and upon a change in control of the Company (as such terms are
defined in the Stock Plan and option agreements). The options were granted
pursuant to the terms of the Stock Plan and an award agreement. The stock
option grants for the Named Executive Officers for 2007 are described in
Exhibit 10.1 hereto and are hereby incorporated by reference. A copy of the
Stock Plan and the form of award agreement are attached as Exhibits 10.4,
10.5, 10.6, and 10.7 hereto and are hereby incorporated by reference.
The Company will provide additional information regarding the
compensation paid to the Named Executive Officers in the Company's 2007 Proxy
Statement, which is expected to be filed with the Securities and Exchange
Commission in April 2007.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
(c) Exhibits
See exhibit index
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 23, 2007 By: /s/ Jack B. Lay
----------------------------------------
Jack B. Lay
Executive Vice President and
Chief Financial Officer
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EXHIBIT INDEX
Exhibit No. Exhibit
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10.1* Summary of the salaries, incentive compensation and certain
equity incentive grants and awards for the named executive
officers of the Company
10.2* 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
10.3* 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
10.4* 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
10.5* 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
10.6* 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
10.7* 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
10.8* 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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