Submission of Matters to a Vote of Security Holders – Form 8-K

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 24, 2023

REINSURANCE GROUP OF AMERICA, INCORPORATED

(Exact Name of Registrant as Specified in Charter)

16600 Swingley Ridge Road, Chesterfield, Missouri63017

(Address of Principal Executive Offices, and Zip Code)

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):

Securities registered pursuant to Section 12(b) of the Act:

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2 of this chapter):

☐ Emerging growth company

☐ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

Reinsurance Group of America, Incorporated (the "Company") held its Annual Meeting of Shareholders on May 24, 2023 (the "Annual Meeting"). The number of shares of common stock of the Company represented at the Annual Meeting, in person or by proxy, was 60,550,753 shares, or approximately 91% of the outstanding voting shares of the Company.

At the Annual Meeting, the Company's shareholders were asked to vote on the election of eleven directors and the three other proposals described below, and the votes were cast as follows:

The Company's Board of Directors has decided, consistent with its recommendation and the vote of shareholders, to hold the advisory vote on executive compensation on an annual basis until the 2029 Annual Meeting of Shareholders, which will be the next required vote on the frequency of the shareholder vote on the compensation of named executive officers, although an earlier vote may be held at the discretion of the Board of Directors.

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.