What is the main purpose of this 8-K filing?

The primary purpose of this filing is to inform investors about MetLife's adoption of a majority voting policy for director elections, which became effective on March 20, 2006. This policy is an amendment to the company's By-Laws.

How does the majority voting policy work?

In an uncontested election, if a director receives more votes withheld than votes cast in favor of their election, they are required to submit their resignation. This gives shareholders a more direct mechanism to express dissatisfaction with a director's performance.

What happens after a director tenders their resignation under this policy?

The company's Governance Committee will review the tendered resignation and recommend to the Board of Directors whether to accept it. The Board will then make a decision within 90 days of the vote certification, and this decision, along with any reasons for rejecting the resignation, will be publicly disclosed.

Does this policy mean directors will automatically be removed if they don't get a majority of 'for' votes?

No, not automatically. The policy requires a director to tender their resignation if they receive more withheld votes than 'for' votes in an uncontested election. The Board of Directors retains the discretion to accept or reject that resignation, although they must disclose their decision and reasoning.

METLIFE INC 8-K: Corporate Changes

Summary

This Form 8-K filing from MetLife, Inc. (MET) on March 24, 2006, details an amendment to its Amended and Restated By-Laws, effective March 20, 2006. The key change introduces a "majority voting" policy for director elections in uncontested situations. Under this new provision, any incumbent director who receives more withheld votes than for votes in an election must promptly tender their resignation.

Key Highlights

1MetLife, Inc. amended its By-Laws to implement a majority voting policy for directors.
2The policy applies to uncontested director elections.
3Incumbent directors receiving more 'withheld' votes than 'for' votes must resign.
4The Governance Committee will review tendered resignations and make a recommendation to the Board.
5The Board has 90 days to decide on accepting the resignation.
6The Board's decision, including reasons for rejecting a resignation, will be publicly disclosed via an 8-K filing.
7This amendment aims to increase shareholder accountability for director performance.

METLIFE INC 8-K Report, Bylaw Amendment (Mar 24, 2006)

Summary

Key Highlights

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