8-K
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): March 9, 2009
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)) |
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| Item 5.02 |
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Departure of Directors or Certain Officers; Election of Directors; Appointment of
Certain Officers; Compensatory Arrangements of Certain Officers. |
On
March 9, 2009, the Compensation Committee (the “Committee”) of the Board of
Directors of MetLife, Inc. (the “Company”) approved a
modified Form of Management
Performance Share Agreement effective for February 24, 2009 and subsequent grants
of Performance Shares under the MetLife, Inc. 2005 Stock and Incentive Compensation
Plan. The Company has not adopted a new compensation plan.
The
modified Form of Management Performance Share Agreement is identical
to the terms of the previously prevailing form of agreement filed by
the Company on Form 8-K on January 30, 2009, except for a further,
non-discretionary, more restrictive performance condition. If the
Company’s Total Shareholder Return (“TSR”) for the applicable three-year
performance period (the “Performance Period”) is zero percent or less, the
performance factor percentage that would otherwise determine the number of shares
of Company common stock to be paid (0-200%) will be multiplied by 0.75. TSR is
determined using the change in average closing price of Company common stock in the
twenty trading days prior to the first day of the Performance Period to the average
closing price of Company common stock in the twenty trading days prior to and
including the final day of the Performance Period, plus dividends paid on Company
common stock during the Performance Period on a reinvested basis.
The
foregoing description of the Form of Management Performance Share Agreement is a summary, is not
complete and is qualified in its entirety by reference to the Form of
Management Performance Share
Agreement, which is attached hereto as Exhibit 10.1 and is incorporated herein by reference.
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| Item 9.01 |
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Financial Statements and Exhibits. |
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10.1 Form of Management Performance Share
Agreement (effective February 24, 2009). |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
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METLIFE, INC.
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By: |
/s/ Gwenn L. Carr |
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Name: |
Gwenn L. Carr |
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Title: |
Senior Vice-President and Secretary |
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Date: March 13, 2009
EXHIBIT INDEX
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Exhibit Number
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Exhibit |
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10.1
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Form of Management Performance
Share Agreement (effective February 24,
2009). |