Reinsurance Group of America, Incorporated (RGA) Earnings Call Transcript & Summary

Good afternoon. I'm Anna Manning, President and Chief Executive Officer of Reinsurance Group of America, Incorporated. And it is my pleasure to welcome all of you to the 2021 Annual Meeting of Shareholders. Due to safety concerns regarding the COVID-19 pandemic, we are posting this meeting virtually through a platform provided by Broadridge. I would like to note that Mr. Cliff Eason, Chairman of the Board of Directors, also is attending this meeting. At the request of Mr. Eason, I will act as Chair of today's meeting. It is 2:00 p.m. Central and in accordance with the notice of the meeting, I call this meeting to order. It is our intention to conduct this meeting in accordance with the agenda. You will note that Item 12 in the order of business is an opportunity for shareholders to submit questions. If you have any questions that you'd like us to address, please type them into the designated field on the web portal to be answered at the end of the meeting. Only validated shareholders may ask questions. And out of consideration for others, please limit yourself to 1 question. Only questions that are germane to the meeting or materials presented will be addressed. Though we may not be able to answer every question, we will do our best to provide a response to as many as possible. If we are unable to answer all questions in our allocated time, we will post appropriate questions and our responses on our Investor Relations web page following the meeting. Before proceeding to the business of the meeting, I would like to note that Eric Johnson of Deloitte & Touche, the company's independent auditor, is attending this meeting. We are being assisted in the tabulation of proxies and ballots by Nancy Hoffman of Broadridge Investor Communications Solutions, who is serving as inspector of election. Also in attendance are Todd Larson, the company's Chief Financial Officer; and Bill Hutton, the company's General Counsel and Secretary, who will assist with procedural matters during the meeting. Mr. Hutton will now report on the mailing of the notice of this meeting and the presence of a quorum.

This meeting is being held pursuant to a printed notice mailed on or around April 8, 2021, to each shareholder of record on March 29, 2021. A list of shareholders entitled to vote at this meeting has been available for the past 10 days and is available for examination by any shareholder upon request. All documents concerning the call and notice of the meeting will be filed with the records of the meeting.

I declare that a quorum is present at this meeting. On behalf of the Board of Directors, I would like to express my appreciation to all shareholders who returned their proxies. Most of those shareholders who returned proxies authorized the persons named in the proxy to vote on all propositions coming before the meeting. I now declare the polls for the 2021 RGA Annual Meeting of Shareholders open. Electronic voting is available for those of you who wish to vote during the meeting. In the interest of time, I ask Mr. Hutton to summarize the minutes of the 2020 Annual Meeting of Shareholders.

The 2020 Annual Meeting of the Shareholders was held virtually on May 20, 2020. Anna Manning, President and Chief Executive Officer of the company, declared a quorum present. Secretary, Bill Hutton, summarized the minutes of the previous year's annual meeting of shareholders. All proposals presented at the 2020 meeting were approved by more than the requisite percentage of the outstanding common stock of the company applicable for each proposal. Ms. Manning gave a report on the company's activities and progress during the preceding year and opened the meeting for questions. After an opportunity for discussion from the floor, the meeting was adjourned.

Now I will present the matters to be voted upon. Please note, if you'd like to vote electronically during the meeting, you may do so at any time. As specified in the notice of the meeting, the first proposal is the election of 12 directors to serve until the 2022 annual meeting. To put in the nomination of those individuals named as nominees for director listed in the proxy statement, I recognize Mr. Hutton.

I hereby nominate for election as directors of the company: Pina Albo, Christine Detrick, Cliff Eason, John Gauthier, Patricia Guinn, Anna Manning, Hazel McNeilage, Stephen O'Hearn, Fred Sievert, Shundrawn Thomas, Stanley Tulin and Steven Van Wyk, to serve for terms expiring on the date of the annual meeting in 2022 or until their respective successors are duly elected and qualified, as described in the proxy statement for this meeting. Shareholders voting electronically may do so now. [Voting]

The second proposal is an advisory vote to approve the compensation of the company's named executive officers as described in the proxy statement for this meeting. This vote is required as a result of the Dodd-Frank Act, and we hold such vote on an annual basis. It is a nonbinding vote, although the Compensation Committee and the Board will take the results of the vote into account when making future compensation decisions. Shareholders voting electronically made so now. [Voting]

The next proposal to be voted on is to approve amendments to the company's Flexible Stock Plan as described in the company's proxy statement. The proposed amendments increase the number of shares authorized for issuance under the Flexible Stock Plan and extend the plan's termination date. Shareholders voting electronically may do so now. [Voting]

The next proposal to be voted on is to approve amendments to the company's Flexible Stock Plan for directors as described in the company's proxy statement. The proposed amendments increase the number of shares authorized for issuance under the plan. Shareholders voting electronically may do so now. [Voting]

The next proposal to be voted on is to approve the company's amended and restated Phantom Stock Plan for directors as described in the company's proxy statement. The proposed plan increases the number of performance units authorized for issuance under the Phantom plan and allows directors to receive dividend equivalent payments or dividend credit rights on the performance units held in such director's phantom plan account, consistent with our other equity plans. Shareholders voting electronically may do so now. [Voting]

The final proposal to be acted upon by the shareholders is a vote to ratify the appointment of Deloitte & Touche as the company's independent auditor the fiscal year ending December 31, 2021, as described in the proxy statement. Any shareholder who has not yet voted or wishes to change their vote on any matter, may do so by clicking on the voting button on the web portal and following the instructions there. Shareholders who have sent in proxies or voted via telephone or internet and do not want to change their vote, do not need to take any further action. [Voting]

Now that everyone has had the opportunity to vote, I declare the polls for the 2021 RGA Annual Meeting of Shareholders closed. Will the secretary please report the results of the balloting?

We have been informed by the inspector of election that 62,144,531 shares of the company's common stock are present at this meeting in person or by proxy. This is 91% of the outstanding common stock of the company. The preliminary voting report shows that the proposals have been voted as follows: first, more than a majority of the common stock represented in person or by proxy at this meeting voted for the election of each of the director nominees; second, for the approval of the compensation of the company's named executive officers; third, more than a majority of the common stock presented in person or by proxy at this meeting voted for the amendments to the Flexible Stock Plan and the Flexible Stock Plan for Directors and for the amended and restated Phantom Stock Plan for Directors; and finally, more than a majority of the common stock represented in person or by proxy at this meeting voted for the ratification of the appointment of Deloitte & Touche as the company's independent auditor for the fiscal year ending December 31, 2021.

We have now come to the part of the order of business providing for questions from shareholders. We will address questions that were submitted today via the web portal. Please note, we will attempt to answer as many questions as time allows, but only questions that are germane to the meeting or materials presented will be answered. As there were no submitted questions and as there is no other business, this concludes our meeting. I would like to express my appreciation to the shareholders who attended the meeting as well as those who submitted their proxies but were not able to attend. The meeting is adjourned.