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Get filing alertsRGA shareholders approve ESPP expansion, elect all directors at 2026 annual meeting
Filed May 21, 2026 · Period ending May 20, 2026 · ~1 min read
Key Changes
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Shareholders approved 300,000-share increase to Employee Stock Purchase Plan, bringing total authorized shares to 400,000, providing additional capacity for employee stock purchases.
Item 5.02 verify on EDGAR → -
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All eleven directors elected with 96.5%–99.9% support; highest opposition was 3.5% for Shundrawn Thomas. Meeting had 92% shareholder turnout (60.8M shares represented).
Item 5.07 verify on EDGAR → -
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Executive compensation approved with 98.8% support (57.4M for, 623K against).
Item 5.07 verify on EDGAR → -
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Deloitte & Touche LLP ratified as auditor with 95.9% support (58.3M for, 2.5M against); 4.1% opposition is somewhat elevated but not material.
Item 5.07 verify on EDGAR →
Summary
RGA held its 2026 annual meeting on May 20 with strong shareholder participation (92% turnout). The meeting produced routine governance outcomes: all director nominees were elected with overwhelming support, executive compensation received 98.8% approval, and the auditor was ratified with 95.9% support.
The only substantive action was approval of an amendment expanding the Employee Stock Purchase Plan by 300,000 shares to a total of 400,000 authorized shares, providing additional capacity for employee participation in the plan. For retail holders, this is a routine governance matter with no immediate concerns. Director elections were uncontested and received strong support across the board.
The say-on-pay result indicates shareholder satisfaction with executive compensation practices. The ESPP expansion is a standard administrative action to ensure adequate share availability for employee benefits. The 4.1% opposition to the auditor ratification is slightly higher than typical but does not signal material audit concerns.
Section-by-Section Diff
Event · Item 5.07 — Submission of Matters to a Vote of Security Holders
RGA held its 2026 annual meeting with 92% shareholder turnout; all directors elected, executive compensation approved, stock purchase plan approved, auditor ratified.
Show 3 minor / wording changes
Added in current filing · verify on EDGAR →
For | Against | Abstain | Broker Non-Votes | Pina Albo | 57,085,274 | 1,001,087 | 55,576 | 2,690,474 | Peter Babej | 58,072,791 | 12,838 | 56,308 | 2,690,474 | Michele Bang | 58,063,731 | 23,312 | 54,894 | 2,690,474 | Tony Cheng | 58,099,235 | 23,751 | 18,951 | 2,690,474
John J. Gauthier
57,805,013 | 281,775 | 55,149 | 2,690,474
Patricia L. Guinn
57,592,353 | 530,471 | 19,113 | 2,690,474
Hazel M. McNeilage
57,850,176 | 235,751 | 56,010 | 2,690,474 | Stephen O’Hearn | 58,000,593 | 85,205 | 56,139 | 2,690,474 | Alison Rand | 58,061,696 | 25,396 | 54,845 | 2,690,474 | Shundrawn Thomas | 56,029,149 | 2,056,991 | 55,797 | 2,690,474
Khanh T. Tran
58,107,844 | 14,418 | 19,675 | 2,690,474
Steven C. Van Wyk
57,574,673 | 511,921 | 55,343 | 2,690,474
All eleven director nominees were elected for terms expiring in 2027. Support ranged from 96.5% to 99.9% of votes cast. The highest opposition was for Shundrawn Thomas (3.5% against) and Patricia L. Guinn (0.9% against), while most directors received over 99% support.
Added in current filing · verify on EDGAR →
For | Against | Withheld | Broker Non-Votes | 58,059,710 | 33,921 | 48,306 | 2,690,474
Shareholders approved the Amended & Restated Employee Stock Purchase Plan with 99.9% support (58,059,710 for vs. 33,921 against of votes cast). The plan allows employees to purchase company stock, typically at a discount, as part of their compensation.
Added in current filing · verify on EDGAR →
For | Against | Withheld | Broker Non-Votes | 58,349,211 | 2,468,496 | 14,704 | 0
Shareholders ratified Deloitte & Touche LLP as the independent auditor for fiscal year 2026 with 95.9% support (58,349,211 for vs. 2,468,496 against of votes cast). This represents 88.5% of outstanding shares voting in favor. The 4.1% opposition is somewhat elevated for an auditor ratification but does not indicate material concerns.
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Figures/quotes linked to EDGAR · Narrative written by AI · Jul 8, 2026 · How we verify