8-KLeadership ChangesExhibits & Filings

METLIFE INC 8-K Report, Executive Changes (Mar 13, 2009)

Filed March 13, 2009For Securities:METMET-PEMET-PFMET-PA

Summary

MetLife Inc. (MET) filed an 8-K on March 12, 2009, disclosing a modification to its Management Performance Share Agreement, effective February 24, 2009. This change primarily impacts future grants under the 2005 Stock and Incentive Compensation Plan by introducing a more restrictive performance condition related to Total Shareholder Return (TSR). The modification aims to align executive compensation more closely with shareholder value creation, particularly in challenging market environments. The key update is that if MetLife's TSR over the applicable three-year performance period is zero percent or less, the performance factor percentage (which can range from 0-200%) will be multiplied by a factor of 0.75. This means that even if the company achieves certain performance targets, the payout will be reduced if overall shareholder returns are negative or flat. TSR is calculated based on the change in average stock price over the performance period, including reinvested dividends.

Key Highlights

  • 1MetLife modified its Management Performance Share Agreement for grants effective February 24, 2009, and subsequent grants.
  • 2The modification introduces a more restrictive performance condition tied to Total Shareholder Return (TSR).
  • 3If MetLife's TSR is zero percent or less over a three-year performance period, the performance factor for share payouts will be reduced by 25% (multiplied by 0.75).
  • 4This change applies to grants made under the MetLife, Inc. 2005 Stock and Incentive Compensation Plan.
  • 5The modified agreement is substantially similar to the previous form, with the TSR condition being the primary alteration.
  • 6TSR calculation includes the change in average stock price and reinvested dividends over the performance period.

Frequently Asked Questions

The main change reported is a modification to MetLife's Management Performance Share Agreement. This modification introduces a more restrictive performance condition related to Total Shareholder Return (TSR) for future grants of performance shares.

If MetLife's TSR over a three-year performance period is zero percent or less, the performance factor, which determines the number of shares awarded, will be reduced by 25%. This means that even if other performance metrics are met, the payout will be lower if shareholder returns are negative or flat.

The modified Form of Management Performance Share Agreement is effective for grants made on or after February 24, 2009.

TSR is calculated based on the change in the average closing price of MetLife's common stock over a three-year performance period, plus any dividends paid on the stock during that period on a reinvested basis.