8-K
Table of Contents

 

 

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): April 28, 2015

 

 

METLIFE, INC.

(Exact Name of Registrant as Specified in Its Charter)

 

 

 

Delaware   1-15787   13-4075851

(State or Other Jurisdiction

of Incorporation)

 

(Commission

File Number)

 

(IRS Employer

Identification No.)

200 Park Avenue, New York, New York   10166-0188
(Address of Principal Executive Offices)   (Zip Code)

212-578-9500

(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):

 

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2 (b))

 

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4 (c))

 

 

 


Table of Contents

TABLE OF CONTENTS

 

Item 5.03    Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

  

Item 5.07    Submission of Matters to a Vote of Security Holders

  

Item 9.01    Financial Statements and Exhibits

  

SIGNATURES

  

Exhibit Index

  

Exhibit 3.1

  

Exhibit 3.2

  


Table of Contents

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On April 29, 2015, MetLife, Inc. (the “Company”) filed a Certificate of Amendment to its Amended and Restated Certificate of Incorporation (the “Charter”) with the Secretary of State of Delaware. The stockholders approved the Charter amendment at the Company’s annual meeting of stockholders on April 28, 2015 (the “2015 Annual Stockholder Meeting”).

The Charter amendment permits the Company’s stockholders to amend certain provisions of the Charter by the affirmative vote of a majority of outstanding stock entitled to vote generally in the election of Directors (the “Outstanding Stock”). Those provisions address shareholder rights plans, the Board of Directors and management of the Company (which includes provisions relating to the Board of Directors and management of the business of the Company and the MetLife Policyholder Trust, the removal of Directors, the filling of Directorship vacancies, advance notice of nominations for the election of Directors, and Board and shareholder authority to amend the By-Laws), liability of Directors, no shareholder actions by written consent, and amendment of the Charter. The Company disclosed this proposed Charter amendment as Proposal 2(a) in its definitive proxy statement filed with the Securities and Exchange Commission on March 23, 2015 (the “2015 Proxy Statement”).

Before the adoption of the Charter amendment, the Charter required the affirmative vote of three-quarters of the Outstanding Stock to amend the provisions of the Charter described above.

The amendment to the Charter also permits the Company’s stockholders to amend the Company’s Amended and Restated By-Laws (the “By-Laws”) by the affirmative vote of a majority of the Outstanding Stock. The Company disclosed this proposed Charter amendment as Proposal 2(b) in its Proxy Statement. An amendment to the By-Laws to permit the stockholders to amend the By-Laws by the same vote required under the amended Charter became effective upon the filing of the Certificate of Amendment to the Charter, as provided by a resolution adopted by the Board of Directors on December 23, 2014.

Before the adoption of the Charter amendment and By-Laws amendment, the Charter and By-Laws each required the affirmative vote of three-quarters of the Outstanding Stock for the stockholders to amend the By-Laws.

The foregoing description of the amendment to the Charter is not complete and is qualified in its entirety by reference to the Certificate of Amendment of Amended and Restated Certificate of Incorporation of MetLife, Inc., dated April 29, 2015, which is filed as Exhibit 3.1 hereto and incorporated herein by reference. The foregoing description of the By-Laws, as amended by the By-Law amendment, is not complete and is qualified in its entirety by reference to the Amended and Restated MetLife, Inc. By-Laws effective April 29, 2015, which are filed as Exhibit 3.2 hereto and incorporated herein by reference.

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

At the 2015 Annual Stockholders Meeting, the stockholders:

 

 

elected twelve Directors, each for a term expiring at the Company’s 2016 annual meeting of stockholders;

 

 

approved an amendment to the Charter to change each supermajority common shareholder vote requirement for amendments to the Charter to a majority vote requirement;

 

 

approved an amendment to the Charter to change the supermajority vote requirement for shareholders to amend the By-Laws to a majority vote requirement;

 

 

ratified the appointment of Deloitte & Touche LLP as the Company’s independent auditor for 2015; and

 

 

approved, on an advisory basis, the compensation paid to the Company’s Named Executive Officers as disclosed in the Company’s 2015 Proxy Statement.

Election of Directors:

 

Nominee Name

   Votes For    Votes Against    Abstained    Broker Non-Votes

Cheryl W. Grisé

       917,785,795          10,693,110          2,504,950          57,697,294  

Carlos M. Gutierrez

       924,699,439          3,829,018          2,455,398          57,697,294  

R. Glenn Hubbard, Ph.D.

       926,170,269          1,871,447          2,942,139          57,697,294  

Steven A. Kandarian

       904,249,560          21,610,123          5,124,172          57,697,294  

Alfred F. Kelly, Jr.

       925,103,243          3,459,434          2,421,178          57,697,294  

Edward J. Kelly, III

       927,351,256          1,220,756          2,411,843          57,697,294  

William E. Kennard

       922,388,369          6,190,002          2,405,484          57,697,294  

James M. Kilts

       924,581,058          3,963,405          2,439,392          57,697,294  

Catherine R. Kinney

       924,621,991          3,980,293          2,381,571          57,697,294  

Denise M. Morrison

       922,700,067          5,923,400          2,360,388          57,697,294  

Kenton J. Sicchitano

       922,714,396          5,884,069          2,385,390          57,697,294  

Lulu C. Wang

       924,924,518          3,192,644          2,866,693          57,697,294  
     Votes For    Votes Against    Abstained    Broker Non-Votes
Approval of an amendment to the Company’s Certificate of Incorporation to change each supermajority common shareholder vote requirement for amendments to the Certificate of Incorporation to a majority vote requirement        925,312,468          2,495,174          3,176,213          57,697,294  
Approval of an amendment to the Company’s Certificate of Incorporation to change the supermajority vote requirement for shareholders to amend the Company’s By-Laws to a majority vote requirement        925,159,027          2,548,702          3,276,126          57,697,294  
Ratification of the appointment of Deloitte & Touche LLP as the Company’s independent auditor for 2015        978,351,017          7,731,246          2,598,886          0  
Advisory vote to approve the compensation paid to the Company’s Named Executive Officers        909,543,502          18,005,022          3,435,331          57,697,294  

Item 9.01 Financial Statements and Exhibits

3.1 Certificate Of Amendment of Amended and Restated Certificate of Incorporation of MetLife, Inc., dated April 29, 2015

3.2 Amended and Restated By-Laws of MetLife, Inc., effective April 29, 2015


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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.

 

METLIFE, INC.
By:  

/s/ Timothy J. Ring

Name:   Timothy J. Ring
Title:   Senior Vice President and Secretary

Date: April 30, 2015


Table of Contents

EXHIBIT INDEX

 

EXHIBIT
NUMBER
  

EXHIBIT

3.1    Certificate Of Amendment of Amended and Restated Certificate of Incorporation of MetLife, Inc., dated April 29, 2015
3.2    Amended and Restated By-Laws of MetLife, Inc., effective April 29, 2015