8-KLeadership ChangesOther EventsExhibits & Filings

METLIFE INC 8-K Report, Executive Changes (Feb 22, 2010)

Filed February 22, 2010For Securities:METMET-PEMET-PFMET-PA

Summary

MetLife Inc. filed an 8-K on February 22, 2010, primarily detailing modifications to its Management Performance Share Agreement to ensure tax compliance under Section 162(m) of the U.S. Internal Revenue Code. The updated agreement introduces new terms for objective performance goals, requiring positive MetLife, Inc. income from continuing operations (excluding net investment gains/losses) or positive total shareholder return over a three-year period or the final calendar year for award payouts. The actual payout amount will still be determined by MetLife's performance in annual net operating earnings per share and total shareholder return relative to a benchmark index. Additionally, the filing announced the declaration of first quarter 2010 dividends for its Series A and Series B preferred stock, subject to the satisfaction of specific financial tests. The company also announced the date of its 2010 annual shareholders meeting. Investors should note these adjustments to executive compensation structure and the conditional nature of preferred stock dividend declarations.

Key Highlights

  • 1MetLife's Compensation Committee approved a modified Management Performance Share Agreement to comply with U.S. tax regulations (Section 162(m)).
  • 2The modified agreement sets new objective performance criteria for future executive awards, including positive operating income or total shareholder return.
  • 3Payouts under the modified agreement are contingent on meeting at least one of the specified financial performance tests.
  • 4Final award amounts will still be based on MetLife's performance in annual net operating earnings per share and total shareholder return relative to an industry benchmark.
  • 5MetLife declared Q1 2010 dividends for its Series A and Series B preferred stock, contingent upon meeting specific financial tests.
  • 6The company announced the date of its 2010 annual shareholders meeting.
  • 7The filing serves as notification of changes in executive compensation structure and preferred stock dividend declarations.

Frequently Asked Questions

The primary reason for the modification is to ensure tax compliance with U.S. Internal Revenue Code Section 162(m), which requires objective performance-based compensation for deductibility.

For future grants, an award payout requires MetLife, Inc. to achieve positive income from continuing operations (excluding net investment gains/losses) or positive total shareholder return over a three-year performance period or the final calendar year of that period.

No, the declared dividends for the Series A and Series B preferred stock for the first quarter of 2010 are subject to the final confirmation that MetLife has met the specific financial tests outlined for each series of preferred stock.

This 8-K filing does not include detailed financial results for Q1 2010. It announces the declaration of Q1 2010 preferred stock dividends, which are contingent on meeting certain financial tests, and the date of the annual shareholders meeting. Specific financial performance metrics are only referenced in relation to the criteria for executive compensation awards.