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): March 2, 2005
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 March 2, 2005, 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 2004 Proxy Statement (the "2004 Named Executive Officers") and who are
expected to be named in the Summary Compensation Table of the Company's 2005
Proxy Statement (the "2005 Named Executive Officers"):
COMPENSATION OF 2005 NAMED EXECUTIVE OFFICERS
The Compensation Committee approved the base salaries for the 2005
Named Executive Officers, effective February 12, 2005. 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 and the
Company during 2004. A summary of the salaries for the 2005 Named Executive
Officers for 2005 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 2005 Named Executive Officers under the RGA Reinsurance
Management Incentive Plan, as amended and restated effective January 1, 2003
(the "MIP"), for 2005. 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 2005 Named Executive Officers for 2005 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 2004
Named Executive Officers for 2004 performance. The Company's revenue growth in
fiscal 2004 exceeded the amount for maximum bonus awards under that component of
the MIP. The Company's operating earnings in fiscal 2004 exceeded the amount for
target bonus awards, but did not reach the amount for maximum bonus awards,
under that component of the MIP. The amounts of the MIP awards are as follows:
A. Greig Woodring - $613,480; David B. Atkinson - $225,600; Jack B. Lay -
$277,200; Paul A. Schuster - $277,200; and Graham Watson - $354,900.
GRANT OF STOCK OPTIONS
The Compensation Committee approved the grant of the following stock
options on January 27, 2005 to the 2005 Named Executive Officers under the
Reinsurance Group of America, Incorporated Flexible Stock Plan (the "Stock
Plan"): A. Greig Woodring - 29,492; David B. Atkinson - 12,640; Jack B. Lay -
10,533; Paul A. Schuster - 10,533; and Graham Watson - 10,533. The options have
an exercise price of $47.47 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. 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 January 27, 2005 to the 2005 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 2005 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 are contingent upon
the 2005 Named Executive Officer being in the Company's employ at the end of the
3-year performance period. The target number of shares of the Company's common
stock awarded to the 2005 Named Executive Officers is as follows: A. Greig
Woodring - 12,446; David B. Atkinson - 5,334; Jack B. Lay - 4,445; Paul A.
Schuster - 4,445; 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 2005 Named Executive Officers in the Company's 2005
Proxy Statement, which is expected to be filed with the Securities and Exchange
Commission in April, 2005.
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: March 8, 2005 By: /s/ Jack B. Lay
-------------------------------------------
Jack B. Lay
Executive Vice President and Chief
Financial Officer
EXHIBIT INDEX
Exhibit No. Exhibit
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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* RGA Reinsurance 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
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* Denotes management contract or compensatory plan arrangements.