Item 5.02 Departure of Directors or Certain Officers; Election of Directors;

Appointment of Certain Officers; Compensatory Arrangements of Certain

Officers.

On May 19, 2021, at the 2021 annual meeting of shareholders (the "Annual Meeting"), the shareholders of Reinsurance Group of America, Incorporated (the "Company"), upon recommendation of the Board of Directors, approved (i) amendments to the Company's Flexible Stock Plan (the "Flexible Stock Plan"), (ii) amendments to the Company's Flexible Stock Plan for Directors (the "Director Plan") and (iii) the amendment and restatement of the Company's Phantom Stock Plan for Directors (the "Phantom Plan" and together with the Flexible Stock Plan and the Director Plan, collectively, the "Equity Plans")). Among other things, the amendments increase the number of shares authorized for issuance as follows:





Plan                   Share increase      Total shares available
Flexible Stock Plan          1,500,000                  16,460,077
Director Plan                   25,000                     307,500
Phantom Plan                    25,000                     155,000

The Phantom Plan now also allows directors to receive dividend equivalent payments or dividend credit rights on the performance units held and accumulated in such director's Phantom Plan account.

The amendments to the Equity Plans will not affect any award previously made to the chief executive officer, the chief financial officer or any other named executive officer of the Company under the Equity Plans, nor under any other compensatory plan, contract or arrangement covering any such person.

The Equity Plans, as proposed to be amended, are described in greater detail in proposals four, five and six on pages 91 through 101 in the Company's Proxy Statement, dated April 8, 2021, for the Annual Meeting ("Proxy Statement") filed with the Securities and Exchange Commission on that date. The descriptions of the amendments to the Equity Plans contained herein and in the Proxy Statement are qualified in their entirety by reference to the full text of the Flexible Stock Plan amendments, the Director Plan amendments and the Phantom Plan (as amended and restated), copies of which are filed as Exhibits 10.1, 10.2 and 10.3, respectively, hereto.

Item 5.07 Submission of Matters to a Vote of Security Holders.

The Company's Annual Meeting of Shareholders was held on May 19, 2021. The number of shares of common stock of the Company represented at the Annual Meeting, in person or proxy, was 62,144,531 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 twelve directors and the five other proposals described below, and the votes were cast as follows:

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1. Election of the following directors for terms expiring in 2022 or until their respective successors are elected and qualified:





                           For            Against       Abstain       Broker Non-Votes
Pina Albo                59,296,025         660,652       98,206              2,089,648
Christine R. Detrick     59,312,685         649,748       92,450              2,089,648
J. Cliff Eason           59,120,094         840,327       94,462              2,089,648
John J. Gauthier         59,908,369          47,372       99,142              2,089,648
Patricia Guinn           59,910,643          51,827       92,413              2,089,648
Anna Manning             59,908,425          55,179       91,279              2,089,648
Hazel M. McNeilage       58,708,625       1,253,694       92,564              2,089,648
Stephen O'Hearn          59,912,121          48,348       94,414              2,089,648
Frederick J. Sievert     58,554,302       1,401,283       99,298              2,089,648
Shundrawn Thomas         59,906,054          49,060       99,769              2,089,648
Stanley B. Tulin         59,906,115          54,190       94,578              2,089,648
Steven C. Van Wyk        59,909,332          46,290       99,261              2,089,648


2.  Advisory vote to approve the compensation of the Company's named executive
officers:



   For        Against    Withheld   Broker Non-Votes
56,692,324   2,750,902   611,657       2,089,648


3.   Proposal to approve the amendments to the Company's Flexible Stock Plan:



   For        Against    Withheld   Broker Non-Votes
55,361,277   4,568,610   124,996       2,089,648


4.   Proposal to approve the amendments to the Company's Flexible Stock Plan for
Directors:



   For        Against    Withheld   Broker Non-Votes
56,241,116   3,698,920   114,847       2,089,648

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5.   Proposal to approve the Company's Amended & Restated Phantom Stock Plan for
Directors:



   For       Against   Withheld   Broker Non-Votes
59,347,147   590,806   116,930       2,089,648

6. Proposal to ratify the appointment of Deloitte & Touche LLP as the Company's independent auditor for the fiscal year ending December 31, 2021:

For Against Withheld Broker Non-Votes 59,568,006 2,483,745 92,780

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Item 9.01 Financial Statements and Exhibits

(d) Exhibits. The following documents are filed as exhibits to this report:





10.1      Amendment to the Reinsurance Group of America, Incorporated Flexible
        Stock Plan, effective May 19, 2021.

10.2      Amendment to the Reinsurance Group of America, Incorporated Flexible
        Stock Plan for Directors, effective May 19, 2021.

10.3      Reinsurance Group of America, Incorporated Phantom Stock Plan for
        Directors, as amended and restated effective May 19, 2021.

104     Cover Page Interactive Data File (formatted as Inline XBRL) to the exhibit
        index

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