Summary
MetLife, Inc. (MET) filed an 8-K on June 22, 2011, to report amendments to its By-Laws, effective June 20, 2011. The primary change is the phased declassification of the Board of Directors, a move previously approved by stockholders at the 2011 Annual Meeting. This transition, which will be fully completed by the 2014 Annual Meeting, means that starting in 2012, directors will be elected for one-year terms instead of staggered multi-year terms. This declassification is a significant governance change that aligns MetLife with common corporate practices and aims to enhance shareholder accountability. While the full impact will be realized over the next few years, investors can anticipate increased flexibility and direct influence over board composition moving forward. The changes also modify provisions regarding the removal of directors, allowing for removal without cause after full declassification in 2014.
Key Highlights
- 1MetLife's Board of Directors is being declassified, moving away from a staggered, multi-year election system.
- 2The declassification process will be phased in, beginning with the election of directors for one-year terms in 2012 and completing by the 2014 Annual Meeting.
- 3This change aligns with a prior stockholder approval from the 2011 Annual Meeting.
- 4Shareholders will gain the ability to remove directors with or without cause once the board is fully declassified in 2014.
- 5Until 2014, shareholder removal of directors will still require 'cause'.
- 6Provisions for filling director vacancies and newly created directorships have been updated to reflect the declassification.
- 7The Amended and Restated By-Laws are largely unchanged except for these governance-related amendments.