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): January 26, 2010
METLIFE, INC.
(Exact Name of Registrant as Specified in Its Charter)
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| Delaware
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1-15787
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13-4075851 |
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(State or Other Jurisdiction
of Incorporation)
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(Commission
File Number)
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(IRS Employer
Identification No.) |
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| 200 Park Avenue, New York, New York
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10166-0188 |
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| (Address of Principal Executive Offices)
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(Zip Code) |
212-578-2211
(Registrant’s Telephone Number, Including Area Code)
N/A
(Former Name or Former Address, if Changed Since Last Report)
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):
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Written communications pursuant to Rule 425 under the Securities Act
(17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17
CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c)) |
TABLE OF CONTENTS
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| Item 5.03 |
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Amendments to
Articles of Incorporation or Bylaws; Change in Fiscal Year. |
On January 26, 2010, the Board of Directors of MetLife, Inc. (the “Company”) adopted Amended and
Restated By-Laws of the Company (the “By-Laws”). The changes in the By-Laws include (i) clarifying
that stockholders must provide prior notice to the Company of their intention to nominate one or
more directors at an annual meeting, or to bring other business before the meeting, even if they
are not asking the Company to include their proposals in the Company’s proxy materials, (ii)
requiring that stockholders who nominate directors, or make other proposals to be voted on by
stockholders, disclose their derivative positions and other economic interests in the Company (and
any other information called for by a form of questionnaire approved by the Board of Directors from
time to time and posted on the Company’s website) in addition to disclosing their actual beneficial
ownership of Company voting stock, (iii) clarifying that, except as otherwise required by law, the
Company’s Certificate of Incorporation, or New York Stock Exchange rules, only the shares of
Company common stock that vote on a matter will count towards determining whether a majority of
stockholders had voted in favor of the matter, and (iv) making certain other clarifying and
technical changes. The By-Laws became effective on January 26, 2010.
The foregoing description of the By-Laws is not complete and is qualified in its entirety by
reference to the By-Laws, which are filed as Exhibit 3.1 hereto and incorporated herein by
reference.