8-K/AShareholder Matters

METLIFE INC 8-K/A Report, Shareholder Vote Results (Jun 23, 2011)

Filed June 23, 2011For Securities:METMET-PEMET-PFMET-PA

Summary

MetLife Inc. filed an amendment to its Current Report on Form 8-K to disclose its Board of Directors' decision regarding the frequency of "say-on-pay" votes. Following the company's 2011 annual stockholder meeting, where approximately 93% of voting shares favored an annual frequency, the Board has officially approved an annual say-on-pay vote. This means shareholders will have the opportunity to vote on executive compensation annually through 2017. This amendment clarifies the company's response to shareholder sentiment on executive compensation oversight. The decision aligns with the "say-on-pay" provisions mandated by the Securities Exchange Act of 1934, providing investors with a regular, non-binding mechanism to express their views on the compensation packages awarded to named executive officers. Investors should note this action reflects MetLife's commitment to shareholder engagement on this critical governance issue.

Key Highlights

  • 1MetLife Inc. filed an 8-K/A amendment on June 22, 2011, regarding its 2011 annual stockholder meeting.
  • 2The amendment specifically addresses the frequency of "say-on-pay" votes for executive compensation.
  • 3Shareholders at the April 26, 2011, annual meeting voted overwhelmingly (93%) in favor of annual say-on-pay votes.
  • 4MetLife's Board of Directors formally approved an annual frequency for future say-on-pay votes on June 21, 2011.
  • 5The company expects to hold annual say-on-pay votes annually through 2017.
  • 6This decision is in response to shareholder preference and mandated by Section 14A of the Exchange Act.

Frequently Asked Questions

A "say-on-pay" vote is a non-binding shareholder vote to approve the compensation paid to a company's named executive officers, as disclosed in proxy statements. It is a requirement under Section 14A of the Securities Exchange Act of 1934.

At the annual meeting on April 26, 2011, approximately 93% of the shares that voted on the matter supported an annual frequency for future "say-on-pay" votes.

This filing is an amendment to a previous 8-K report and serves to formally disclose MetLife's decision to adopt an annual frequency for its "say-on-pay" votes, based on the strong shareholder support received at the annual meeting.

MetLife's Board of Directors has approved an annual frequency, so a "say-on-pay" vote is expected to be held each year through 2017, when the next vote on the frequency of these votes will be required.