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 20, 2006
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
(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))
ITEM 5.03 AMENDMENTS TO ARTICLES OF INCORPORATION OR BYLAWS;
CHANGES IN FISCAL YEAR.
Effective March 20, 2006, MetLife, Inc. (the "Company") amended Section
2.03 of its Amended and Restated By-Laws to add a new subsection (b) on
majority voting in director elections. Section 2.03(b) provides that in an
uncontested election of Directors, any incumbent Director who receives a greater
number of votes "withheld" from his or her election than votes "for" his or her
election will be required to promptly tender his or her resignation. The
Governance Committee of the Board will recommend to the Board whether to accept
the resignation and the Board will decide whether to accept the resignation
within 90 days following certification of the shareholder vote. The Board's
decision, and, if applicable, the reasons for rejecting the resignation, will be
disclosed in a Report on Form 8-K filed with the Securities and Exchange
Commission. The provisions of Section 2.03(b) have been and remain in the
Company's Corporate Governance Guidelines. In addition, the Company amended
Section 2.11 of the Amended and Restated By-Laws to conform the provisions
regarding Director resignations contained in such section to Section 2.03(b).
The foregoing description of Sections 2.03(b) and 2.11 is not complete and is
qualified in its entirety by reference to the text of such sections filed as
Exhibit 3.1 hereto, which is incorporated by reference into this Item 5.03.
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.
(a) Not applicable
(b) Not applicable
(c) Not applicable
(d) Exhibits.
3.1 Text of Amended Section's of Amended and Restated By-Laws of the
Company, effective March 20, 2006.
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: March 24, 2006
EXHIBIT INDEX
EXHIBIT
NUMBER EXHIBIT
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3.1 Text of Amended Sections of Amended and Restated By-Laws of the
Company, effective March 20, 2006.