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): February 18, 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)) |
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On
February 21, 2010 the Compensation Committee of the Board of
Directors of MetLife, Inc. approved a modified form of Management
Performance Share Agreement (the “Form of Performance Share
Agreement”) for purposes of tax compliance. Except as described
below, the Form of Performance Share Agreement is substantially identical to the terms of the previously prevailing form of agreement.
The Form of Performance Share Agreement includes new terms which are intended to satisfy the requirement for objective performance goals under U.S. Internal Revenue Code Section 162(m).
The new terms, which will be effective for future grants, require that for a payout on an award to be due, there must be positive MetLife, Inc. income from continuing operations before provision for income tax, excluding total net investment gains (losses)
for the three-year performance period as a whole, or for the final calendar year of the period, or positive MetLife, Inc. total shareholder return for either such period.
As with past awards, assuming that at least one of the tests has been met, the amount of the final payment on the award will be determined according to MetLife, Inc.’s
performance in change in annual net operating earnings per share and total shareholder return over the three-year performance
period compared to the Standard & Poor’s Insurance Index derived from Fortune 500 companies, as provided in the Form of Performance Share Agreement.
The foregoing description of the Form of Performance Share Agreement is a summary, is not complete and is qualified in its entirety by
reference to the Form of Performance Share Agreement, which is attached hereto as Exhibit 10.1 and is incorporated herein by reference.
Item 8.01 Other Events.
On
February 18, 2010, MetLife, Inc. issued a press release
announcing the declaration of first quarter 2010 dividends of
$0.2500000 per share on MetLife, Inc.’s floating rate non-cumulative preferred stock, Series A,
and $0.4062500 per share on MetLife, Inc.’s 6.50% non-cumulative preferred stock,
Series B, subject to the final confirmation that it has met the
financial tests specified in the Series A and Series B preferred
stock. A copy of the press release is attached hereto as
Exhibit 99.1 and is
incorporated herein by reference.
On
February 19, 2010, MetLife, Inc. issued a press release announcing the
date of its 2010 annual shareholders meeting. A copy of the press
release is attached hereto as Exhibit 99.2 and is incorporated herein
by reference.
Item 9.01 Financial Statements and Exhibits.
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(a) |
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Not applicable. |
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(b) |
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Not applicable. |
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(c) |
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Not applicable. |
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(d) |
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Exhibits |
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| 10.1 |
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Form of Management Performance Share Agreement (effective
February 21, 2010) |
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| 99.1 |
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Press release of MetLife,
Inc., dated February 18, 2010,
announcing the declaration of first quarter 2010 dividends on its floating rate non-cumulative preferred stock, Series A, and
its 6.50% non-cumulative preferred stock, Series B, subject to the final confirmation that it has met the
financial tests specified in the Series A and Series B preferred
stock. |
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| 99.2 |
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Press release of MetLife, Inc., dated February 19, 2010,
announcing the date of its 2010 annual shareholders meeting. |