Summary
MetLife, Inc. (MET) filed an 8-K on October 23, 2017, primarily detailing amendments to its Certificate of Incorporation related to its preferred stock. These amendments adjust the definitions of "Adjusted Shareholders’ Equity Amount" and "Adjusted Stockholders’ Equity Amount" for Series A and Series C preferred stock, respectively. The key change is the pro forma adjustment of these amounts as of June 30, 2017, to reflect the earlier spin-off of Brighthouse Financial, Inc. This filing is important for preferred stockholders as it clarifies the equity basis used in dividend payment tests, especially in the context of the Brighthouse separation. These amendments were approved by MetLife’s common stockholders at a special meeting held on October 19, 2017. The voting results indicate overwhelming support for amending the preferred stock dividend payment tests. The adjournment proposal also passed with significant support. Investors should note that these changes primarily impact the calculations for preferred stock dividend rights and do not represent a new strategic initiative or a change in financial performance, but rather a technical adjustment following a major corporate restructuring.
Key Highlights
- 1MetLife amended its Certificate of Incorporation on October 23, 2017, to modify preferred stock definitions.
- 2The amendments affect the "Adjusted Shareholders’ Equity Amount" for Series A preferred stock and "Adjusted Stockholders’ Equity Amount" for Series C preferred stock.
- 3Definitions were adjusted to reflect the Brighthouse Financial, Inc. spin-off on a pro forma basis as of June 30, 2017.
- 4Common stockholders approved these amendments at a special meeting on October 19, 2017.
- 5The approved amendments pertain to preferred stock dividend payment tests.
- 6The voting results show strong approval for amending dividend payment tests (over 896 million votes for).
- 7An adjournment proposal also received substantial approval from common stockholders.