What is the main change introduced by MetLife's Amended and Restated By-Laws?

The primary change is the adoption of a majority voting standard for uncontested director elections. This means that for a director to be elected in an uncontested election, they must receive more 'for' votes than 'against' votes.

How does this new majority voting standard differ from the previous one?

Previously, MetLife operated under a plurality voting standard for all director elections, where the director with the most votes cast, regardless of whether it was a majority, would be elected. The new standard requires a majority of votes cast 'for' the director over votes cast 'against'.

What happens if a director does not receive a majority of votes in an uncontested election?

An incumbent director who is not re-elected under the majority voting standard in an uncontested election is required to promptly tender their resignation to the Chairman of the Board. The Board will then consider this resignation and decide whether to accept or reject it within 90 days.

Do these new bylaws affect contested director elections?

No, the majority voting standard applies only to uncontested director elections, which are defined as elections where the number of nominees does not exceed the number of directors to be elected. In contested elections, directors will still be elected by a plurality of the votes cast.

METLIFE INC 8-K: Corporate Changes

Summary

MetLife Inc. filed an 8-K on March 4, 2013, reporting on amendments to its corporate bylaws. The primary change, effective February 27, 2013, is the adoption of a majority voting standard for uncontested director elections. Under these new bylaws, a director will be elected only if the number of shares voted in favor of their election exceeds the number of shares voted against it. This represents a shift from the previous plurality voting standard. Furthermore, the Amended and Restated By-Laws stipulate that any incumbent director not re-elected under this majority standard in an uncontested election must promptly tender their resignation. The company's Governance and Corporate Responsibility Committee will then review the resignation and make a recommendation to the Board of Directors, which will decide whether to accept or reject it within 90 days. This move towards enhanced shareholder voting rights and accountability is a key development for investors in MetLife.

Key Highlights

1MetLife adopted Amended and Restated By-Laws, effective February 27, 2013.
2The key change introduces a majority voting standard for uncontested director elections.
3Under the new standard, directors need more 'for' votes than 'against' votes to be elected in uncontested scenarios.
4Abstentions and broker non-votes will not be counted as votes cast in these elections.
5Incumbent directors failing to achieve majority support in an uncontested election must tender their resignation.
6The Board of Directors will review tendered resignations and make a decision within 90 days.
7This change enhances director accountability to shareholders.

METLIFE INC 8-K Report, Bylaw Amendment (Mar 4, 2013)

Summary

Key Highlights

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