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): December 13, 2005
METLIFE, INC.
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(Exact Name of Registrant as Specified in Its Charter)
Delaware 1-15787 13-4075851
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(State or Other Jurisdiction (Commission (IRS Employer
of Incorporation) File Number) Identification No.)
200 Park Avenue, New York, New York 10166-0188
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(Address of Principal Executive Offices) (Zip Code)
212-578-2211
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(Registrant's Telephone Number, Including Area Code)
N/A
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(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
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[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17
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[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the
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[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.
On December 13, 2005, the MetLife, Inc. board of directors (the "Board")
adopted a performance measure from a selection of performance measures provided
under Article 5 of the MetLife Annual Variable Incentive Plan (the "AVIP")
(filed as exhibit 10.1 to MetLife, Inc.'s Quarterly Report on Form 10-Q for the
quarter ended March 31, 2004), which will govern the eligibility for awards for
2006 under the AVIP of the Chief Executive Officer, the Chief Operating Officer
and each of MetLife, Inc.'s other officers subject to the reporting requirements
of Section 16 of the Securities Exchange Act of 1934, as amended (the "Section
16 Officers"). The Board selected as the performance measure for awards under
the AVIP MetLife, Inc.'s net income excluding after-tax net investment gains and
losses, excluding settlement payments on derivative instruments not qualifying
for hedge accounting treatment, the cumulative effect of a change in accounting,
and preferred stock dividends, determined according to generally accepted
accounting principles, subject to the maximum award limit under the AVIP. The
Compensation Committee of the Board retains the discretion to reduce the AVIP
awards for the Chief Executive Officer, the Chief Operating Officer and the
Section 16 Officers below the amount determined pursuant to the selected
performance measure. A copy of the resolutions adopted by the Board to select
this performance measure is attached hereto as exhibit 10.1 and is incorporated
herein by reference.
Also on December 13, 2005, the Board approved Amendment Number One to the
AVIP. Amendment Number One explicitly provides that award payments will be made
by March 15th of the year following the calendar year with respect to which the
performance criteria or other contingencies that pertain to the award (other
than continued employment) apply. A copy of Amendment Number One is attached
hereto as exhibit 10.2 and is incorporated herein by reference.
At the same meeting, the Board clarified certain performance measures
pertaining to awards of performance shares under the MetLife, Inc. 2005 Stock
and Incentive Compensation Plan (the "2005 Incentive Plan") (filed as exhibit
10.2 to MetLife, Inc.'s Quarterly Report on Form 10-Q for the quarter ended
March 31, 2004) for the 2005-2007 performance period by the adoption of a
Clarification of Management Performance Share Agreement (the "Clarification").
The Clarification specifies that change in net operating earnings per share is
based on the final year of the three-year performance period compared to the
year before the beginning of the performance period, and that total shareholder
return is determined by dividing the total return during the performance period
by the share price at the beginning of that period. These determinations, with
respect to the company and other insurance companies, are part of the formula to
determine the final number of performance shares payable to each participant. A
copy of the Clarification is attached hereto as exhibit 10.3 and is incorporated
herein by reference.
Finally, on December 13, 2005, the Board approved a new form of Management
Performance Share Agreement (the "Performance Share Agreement") for future
performance share awards under the 2005 Incentive Plan. The terms of the
Performance Share Agreement are substantially the same as those set forth in the
form of Performance Share Agreement filed as exhibit 10.2 to MetLife, Inc.'s
Current Report on Form 8-K dated February 22, 2005, as clarified by the
Clarification, except that preferred stock dividends will be deducted from
income in the determination of the net operating income of the company and other
insurance companies; such determination is a part of the formula to determine
the final number of performance shares payable to each participant. The new form
of Performance Share Agreement is attached hereto as exhibit 10.4 and is
incorporated herein by reference.
On December 15, 2005, the Plan Administrator of the MetLife Non-Management
Director Deferred Compensation Plan approved that plan as amended and restated
(the "Directors' Plan"). The Directors' Plan is intended to comply with Section
409A of the Internal Revenue Code, and was amended and restated to make changes
for purposes of maintaining such compliance. A copy of the Directors' Plan is
attached hereto as exhibit 10.5 and is incorporated herein by reference.
On December 14, 2005, the Plan Administrator of the MetLife Leadership
Deferred Compensation Plan approved that plan as amended and restated (the
"Leadership Plan"). The Leadership Plan is intended to comply with Section 409A
of the Internal Revenue Code, and was amended and restated to make changes for
purposes of maintaining such compliance and to add certain deferrals that were
unvested as of December 31, 2004 previously governed by the MetLife Deferred
Compensation Plan for Officers (the "Officers Plan"). On December 14, 2005, the
Plan Administrator of the Officers Plan approved Amendment Number Two to the
Officers Plan to remove certain deferrals that were unvested as of December 31,
2004. Copies of the Leadership Plan and Amendment Number Two to the Officers
Plan are attached hereto as exhibits 10.6 and 10.7, respectively, and are
incorporated herein by reference.
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits.
10.1 Resolutions of the MetLife, Inc. Board of Directors (adopted
December 13, 2005) regarding the selection of performance
measures for 2006 awards under the MetLife Annual Variable
Incentive Plan (the "AVIP").
10.2 Amendment Number One to the AVIP (effective December 15, 2005).
10.3 Clarification of Management Performance Share Agreement under
the MetLife, Inc. 2005 Stock and Incentive Compensation Plan
(the "2005 Incentive Plan").
10.4 Form of Management Performance Share Agreement under the 2005
Incentive Plan (effective December 13, 2005).
10.5 MetLife Non-Management Director Deferred Compensation Plan
(dated December 15, 2005).
10.6 MetLife Leadership Deferred Compensation Plan (dated
December 14, 2005).
10.7 Amendment Number Two to the MetLife Deferred Compensation Plan
for Officers (effective December 14, 2005).
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/ Gwenn L. Carr
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Name: Gwenn L. Carr
Title: Senior Vice-President and Secretary
Date: December 19, 2005
EXHIBIT INDEX
EXHIBIT
NUMBER EXHIBIT
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10.1 Resolutions of the MetLife, Inc. Board of Directors (adopted
December 13, 2005) regarding the selection of performance
measures for 2006 awards under the MetLife Annual Variable
Incentive Plan (the "AVIP").
10.2 Amendment Number One to the AVIP (effective December 15, 2005).
10.3 Clarification of Management Performance Share Agreement under the
MetLife, Inc. 2005 Stock and Incentive Compensation Plan (the
"2005 Incentive Plan").
10.4 Form of Management Performance Share Agreement under the 2005
Incentive Plan (effective December 13, 2005).
10.5 MetLife Non-Management Director Deferred Compensation Plan
(dated December 15, 2005).
10.6 MetLife Leadership Deferred Compensation Plan (dated December
14, 2005).
10.7 Amendment Number Two to the MetLife Deferred Compensation Plan
for Officers (effective December 14, 2005).