8-KCorporate ChangesExhibits & Filings

METLIFE INC 8-K Report, Bylaw Amendment (Sep 29, 2016)

Filed September 29, 2016For Securities:METMET-PEMET-PFMET-PA

Summary

MetLife, Inc. (MET) filed an 8-K report on September 28, 2016, detailing an amendment to its By-Laws. Effective September 27, 2016, the company's Board of Directors adopted an exclusive forum provision. This amendment designates Delaware as the sole venue for specific types of legal actions against the company, including derivative suits and shareholder actions related to breaches of fiduciary duty or violations of Delaware corporate law, the company's charter, or By-Laws. This change follows shareholder approval of a non-binding proposal at the 2016 annual meeting, where over 68% of shares cast supported the adoption of such a provision. While Delaware is now the exclusive forum, MetLife retains the discretion to consent to an alternative forum on a case-by-case basis if it determines it is in the best interests of the company and its shareholders. This amendment aims to streamline litigation and provide greater predictability in legal proceedings.

Key Highlights

  • 1MetLife adopted an exclusive forum By-Law provision, designating Delaware as the sole venue for specified legal actions.
  • 2The amendment applies to derivative suits and shareholder claims involving breaches of fiduciary duty or violations of Delaware corporate law, the charter, or By-Laws.
  • 3The By-Law change was approved by the Board of Directors on September 27, 2016.
  • 4The amendment was supported by shareholders, with over 68% of shares cast in favor of a non-binding proposal at the 2016 annual meeting.
  • 5MetLife can still consent to alternative forums on a case-by-case basis if deemed beneficial.
  • 6This change aims to centralize and standardize legal proceedings concerning the company.
  • 7The By-Laws were amended as Section 8.11.

Frequently Asked Questions

The main purpose of the amendment is to establish Delaware as the exclusive forum for certain legal actions, such as derivative suits or shareholder claims alleging breach of fiduciary duty, or actions arising under Delaware corporate law or the company's charter and By-Laws. This aims to centralize litigation and provide a more predictable legal environment.

Yes, shareholders approved a non-binding proposal to advise the Board to adopt such a By-Law provision at the 2016 annual meeting, with over 68% of the shares cast (excluding abstentions) voting in favor.

No, not all lawsuits. The exclusive forum provision specifically applies to derivative suits and shareholder actions related to breaches of fiduciary duty or violations of Delaware corporate law, the company's charter, or By-Laws. MetLife retains the ability to consent to an alternative forum if it determines that it is in the best interests of the company and its shareholders on a case-by-case basis.

Prior to this amendment, MetLife's By-Laws did not specify an exclusive forum for such suits or actions, meaning they could potentially be filed in various jurisdictions.