-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, F26A4XgyjVX2Fraf10erZ1qK4RnWGKMU3dOHLQtsHdHf+ObCfNTOGzu+wXigP1bL EtnZ7fxRt5+OYrFGxa8tGQ== 0000950123-06-000533.txt : 20060120 0000950123-06-000533.hdr.sgml : 20060120 20060120161531 ACCESSION NUMBER: 0000950123-06-000533 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20060118 ITEM INFORMATION: Entry into a Material Definitive Agreement ITEM INFORMATION: Regulation FD Disclosure ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20060120 DATE AS OF CHANGE: 20060120 FILER: COMPANY DATA: COMPANY CONFORMED NAME: METLIFE INC CENTRAL INDEX KEY: 0001099219 STANDARD INDUSTRIAL CLASSIFICATION: INSURANCE AGENTS BROKERS & SERVICES [6411] IRS NUMBER: 134075851 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-15787 FILM NUMBER: 06541022 BUSINESS ADDRESS: STREET 1: 200 PARK AVENUE CITY: NEW YORK STATE: NY ZIP: 10166 BUSINESS PHONE: 2125782211 MAIL ADDRESS: STREET 1: 200 PARK AVENUE CITY: NEW YORK STATE: NY ZIP: 10166 8-K 1 y16709e8vk.txt FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): January 18, 2006 METLIFE, INC. - -------------------------------------------------------------------------------- (Exact Name of Registrant as Specified in Its Charter) Delaware 1-15787 13-4075851 - -------------------------------------------------------------------------------- (State or Other Jurisdiction (Commission (IRS Employer of Incorporation) File Number) Identification No.) 200 Park Avenue, New York, New York 10166-0188 - -------------------------------------------------------------------------------- (Address of Principal Executive Offices) (Zip Code) 212-578-2211 - -------------------------------------------------------------------------------- (Registrant's Telephone Number, Including Area Code) N/A - -------------------------------------------------------------------------------- (Former Name or Former Address, if Changed Since Last Report) Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below): [ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) [ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) [ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) [ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT. On January 18, 2006, the Board of Directors of MetLife, Inc., a Delaware corporation (the "Company"), approved changes to the compensation of non-management directors, effective April 25, 2006, the date of the Company's 2006 annual shareholders meeting. A summary of the new non-management director compensation is attached hereto as Exhibit 10.1 and is incorporated herein by reference. ITEM 7.01 REGULATION FD DISCLOSURE. On January 18, 2006, the Company issued a press release announcing the date of its 2006 annual shareholders meeting. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference. The press release is furnished and not filed pursuant to Instruction B.2 of Form 8-K. ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS. (c) Exhibits. 10.1 Summary of Non-Management Director Compensation. 99.1 Press release of MetLife, Inc., dated January 18, 2006, announcing the date of its 2006 annual shareholders meeting. SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. METLIFE, INC. By: /s/ Gwenn L. Carr ------------------------------------------- Name: Gwenn L. Carr Title: Senior Vice-President and Secretary Date: January 20, 2006 EXHIBIT INDEX EXHIBIT NUMBER EXHIBIT - -------- ------- 10.1 Summary of Non-Management Director Compensation. 99.1 Press release of MetLife, Inc., dated January 18, 2006, announcing the date of its 2006 annual shareholders meeting. EX-10.1 2 y16709exv10w1.txt EX-10.1: SUMMARY OF NON-MANAGEMENT DIRECTOR COMPENSATION Exhibit 10.1 MetLife, Inc. Summary of Non-Management Director Compensation The following non-management director compensation arrangements will take effect on April 25, 2006, the date of MetLife, Inc.'s 2006 Annual Meeting: 1. Annual retainer of $225,000, of which $112,500 will be payable in cash and $112,500 will be payable in MetLife, Inc. common stock grants. The entire retainer will be in the form of a one-time payment payable on the date of the MetLife, Inc. Annual Meeting; provided, however, that the amount of the retainer will be adjusted on a pro rata basis for directors newly elected to the Board during the period between MetLife, Inc.'s Annual Meetings. MetLife, Inc. common stock grants will be rounded up to the next whole share at the closing price of MetLife, Inc. common stock on the New York Stock Exchange on the award day; 2. An annual retainer of $25,000 will be payable in cash to each Chair of a Board Committee, such payment to be made concurrently with the payment of the annual retainer; 3. An annual retainer of $25,000 will be payable in cash to the presiding Lead Director, such payment to be made concurrently with the payment of the annual retainer; 4. An annual retainer of $25,000 will be payable in cash to the Chair of the Metropolitan Life Insurance Company Investment Committee, such payment to be made concurrently with the payment of the annual retainer; and 5. No fees will be paid for directors' attendance at meetings. EX-99.1 3 y16709exv99w1.txt EX-99.1: PRESS RELEASE Exhibit 99.1 Public Relations FOR IMMEDIATE RELEASE NEWS MetLife, Inc. One MetLife Plaza 27-01 Queens Plaza North Long Island City, NY 11101 [METLIFE LOGO] Contacts: For Media: John Calagna (212) 578-6252 For Investors: Tracey Dedrick (212) 578-5140 METLIFE BOARD OF DIRECTORS DECLARES DATE FOR 2006 ANNUAL SHAREHOLDERS MEETING NEW YORK, January 18, 2006 -- The board of directors of MetLife, Inc. (NYSE:MET) announced today that the company will hold its 2006 annual shareholders meeting on Tuesday, April 25, 2006. The board also established March 1, 2006 as the record date for determining shareholders entitled to vote at the meeting. The meeting will begin at 10:30 a.m. (ET) and will take place in New York City. MetLife, Inc. is a leading provider of insurance and other financial services to millions of individual and institutional customers throughout the United States. Through its subsidiaries and affiliates, Metlife, Inc. offers life insurance, annuities, automobile and homeowner's insurance and retail banking services to individuals, as well as group insurance, reinsurance and retirement and savings products and services to corporations and other institutions. Outside the U.S., the MetLife companies have direct insurance operations in Asia Pacific, Latin America and Europe. For more information, please visit www.metlife.com. # # # -----END PRIVACY-ENHANCED MESSAGE-----