Reinsurance Group Of America Inc

1. 1

   Election of Directors

   ManagementBoard: FOR

   Election of 12 director nominees to serve a one-year term ending at the 2027 annual meeting.

2. 2

   Say-on-Pay: Advisory Vote on Executive Compensation

   ManagementBoard: FOR

   Advisory, non-binding shareholder vote to approve the compensation of the named executive officers as disclosed in the proxy statement.

   More detail

   Item 2 asks shareholders to cast a non-binding annual advisory vote to approve executive compensation as disclosed under Item 402 of Regulation S-K. Management frames this as an endorsement of the Company’s pay-for-performance philosophy and comprehensive CD&A and compensation tables. The Board notes strong prior support (94% in 2025) and emphasizes that, while the vote is advisory, it will consider shareholder feedback in future compensation decisions. The recommendation is FOR, reflecting management’s view that the existing compensation design aligns executive incentives with long-term shareholder value and includes governance safeguards such as clawback policies, stock ownership guidelines, multi-year performance metrics for long-term incentives, and independent consultant input.

3. 3

   Approval of Amended and Restated Employee Stock Purchase Plan

   ManagementBoard: FOR

   Approve amendments to the Employee Stock Purchase Plan to add 300,000 shares, allow forfeited/matching shares to return to plan, permit fractional shares, provide vesting treatment for retirees, and make technical and conforming changes.

   More detail

   Item 3 requests shareholder approval of an amended and restated Employee Stock Purchase Plan (Revised ESPP). Management seeks authority to add 300,000 additional shares to the plan (bringing total available to 400,000 when combined with prior authorization of 100,000), enable forfeited matching shares and tax-withheld shares to recycle back into the plan, permit issuance of fractional shares, and improve retirement vesting for Matching Common Stock. The Revised ESPP includes administrative flexibilities (committee administration, sub-plans for non-U.S. jurisdictions), limits on participation (excludes officers, consultants, non-employee directors), contribution limits (2%-10% of salary; $15,000 annual cap), and a company matching feature providing Matching Common Stock equal to 25% of purchased shares subject to a one-year restricted period (with retirement carve-out). Management argues the matching component drives broad-based ownership and retention while conforming to NYSE rules; the Board recommends a FOR vote, citing alignment of employee incentives with shareholder interests and administrative updates. The appended Appendix A contains the full Revised ESPP text, including specific amendments and conforming changes; shareholder approval is required to satisfy NYSE requirements for the additional shares and plan amendments.

4. 4

   Ratification of Appointment of Independent Auditor

   ManagementBoard: FOR

   Ratify the appointment of Deloitte & Touche LLP as the Company's independent registered public accounting firm for 2026.

5. 5

   Consideration of Other Business

   Management

   Consider any other business that may properly come before the meeting or any adjournment or postponement.

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When is the Reinsurance Group Of America Inc 2026 annual meeting?

Reinsurance Group Of America Inc (RGA) holds its 2026 annual shareholder meeting on Wednesday, May 20, 2026.

What is the record date for the Reinsurance Group Of America Inc 2026 meeting?

The record date for the Reinsurance Group Of America Inc 2026 meeting is Monday, March 23, 2026. Shareholders of record on or before that date are eligible to vote.

Who are the director nominees for Reinsurance Group Of America Inc's 2026 meeting?

The board is presenting 12 director nominees at the Reinsurance Group Of America Inc 2026 meeting, listed with their independence status and background.

What proposals will shareholders vote on at the Reinsurance Group Of America Inc 2026 meeting?

Shareholders will vote on 5 proposals at the Reinsurance Group Of America Inc 2026 meeting, each tagged with who proposed it and the board's recommendation.