-----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, CDcsKQtc40iRhtJDSzL2ZV6JknR8la0LR92yB53/kbLbt0NFY1lzS+rQhBuE/M7e ETyDgQDIZYqyDKncQPCWSA== 0000950123-07-000610.txt : 20070122 0000950123-07-000610.hdr.sgml : 20070122 20070122161951 ACCESSION NUMBER: 0000950123-07-000610 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 4 CONFORMED PERIOD OF REPORT: 20070116 ITEM INFORMATION: Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers ITEM INFORMATION: Regulation FD Disclosure ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20070122 DATE AS OF CHANGE: 20070122 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: 07543614 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 y29027e8vk.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 16, 2007 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 5.02 DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS. On January 16, 2007, the Board of Directors (the "Board") of MetLife, Inc. (the "Company") elected R. Glenn Hubbard, Ph.D., and David Satcher, M.D., Ph.D., as directors of the Company, effective February 1, 2007. Mr. Hubbard was also appointed to serve on the Governance Committee and the Executive Committee of the Board, effective February 1, 2007. Mr. Satcher was also appointed to serve on the Governance Committee, the Executive Committee, the Public Responsibility Committee and the Sales Practices Compliance Committee of the Board, effective February 1, 2007. With the addition of Messrs. Hubbard and Satcher, the Board will have 16 members. Messrs. Hubbard and Satcher will participate in the non-management director compensation arrangements described in the Company's 2006 proxy statement. Under the terms of those arrangements, each will receive an annual retainer of $225,000 per year, 50% of which will be paid in shares of the Company's common stock and 50% of which will be paid in cash. The retainer covers the period of Board service commencing at the Company's annual shareholders meeting and ending at its next annual shareholders meeting. For the period ending at the 2007 annual shareholders meeting, Messrs. Hubbard and Satcher will receive a prorated retainer to reflect the length of their service for such period. On January 16, 2007, the Company issued a press release regarding the election of Messrs. Hubbard and Satcher to the Board. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference. ITEM 7.01 REGULATION FD DISCLOSURE. On January 16, 2007, the Company issued a press release announcing the date of its 2007 annual shareholders meeting. A copy of the press release is attached hereto as Exhibit 99.2 and is incorporated herein by reference. The press release is furnished and not filed pursuant to Instruction B.2 of Form 8-K. ITEM 8.01 OTHER EVENTS. On January 18, 2007, the Company issued a press release announcing certain organizational changes, a copy of which is attached hereto as Exhibit 99.3 and is incorporated herein by reference. ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS. (a) Not applicable (b) Not applicable (c) Not applicable (d) Exhibits. 99.1 Press release of MetLife, Inc., dated January 16, 2007, announcing that R. Glenn Hubbard, Ph.D., and David Satcher, M.D., Ph.D., were elected to the Board. 99.2 Press release of MetLife, Inc., dated January 16, 2007, announcing the date of its 2007 annual shareholders meeting. 99.3 Press release of MetLife, Inc., dated January 18, 2007, announcing certain organizational changes. 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 22, 2007 EXHIBIT INDEX EXHIBIT NUMBER EXHIBIT - -------- ------- 99.1 Press release of MetLife, Inc., dated January 16, 2007, announcing that R. Glenn Hubbard, Ph.D., and David Satcher, M.D., Ph.D., were elected to the Board. 99.2 Press release of MetLife, Inc., dated January 16, 2007, announcing the date of its 2007 annual shareholders meeting. 99.3 Press release of MetLife, Inc., dated January 18, 2007, announcing certain organizational changes. EX-99.1 2 y29027exv99w1.txt PRESS RELEASE Exhibit 99.1 PUBLIC RELATIONS MetLife, Inc. One MetLife Plaza 27-01 Queens Plaza North For Immediate Release News Long Island City, NY 11101 (METLIFE(R) LOGO) Contacts: For Media: John Calagna (212) 578-6252 For Investors: Tracey Dedrick (212) 578-5140 R. GLENN HUBBARD AND DAVID SATCHER NAMED TO METLIFE'S BOARD OF DIRECTORS NEW YORK, January 16, 2007 - MetLife, Inc. (NYSE: MET) announced today that it has named R. Glenn Hubbard, Ph.D., dean of the Graduate School of Business at Columbia University, and David Satcher, M.D., Ph.D., former surgeon general of the United States, to its board of directors effective February 1, 2007. With the addition of Hubbard and Satcher, MetLife's board will have 16 members. "I am extremely pleased to welcome both Glenn and David to MetLife's board," said C. Robert Henrikson, chairman of the board, president and chief executive officer of MetLife, Inc. "Glenn and David will each bring diverse experiences to the board that I believe will be beneficial to MetLife and its shareholders." "Glenn's background in economics and corporate finance, combined with his private and public experience, will make him a strong asset to MetLife. At the same time, David's prior and current leadership roles involving a number of broad medical and public health issues will be particularly beneficial to MetLife as a leading provider of health-related insurance products, such as long-term care, dental and disability insurance," added Henrikson. Hubbard was named dean of Columbia Business School on July 1, 2004 and has served as a Columbia faculty member since 1988. In addition to holding several academic positions at Columbia, Hubbard served as deputy assistant secretary of the U.S. Treasury Department for Tax Policy from 1991 to 1993 and supervised administration efforts on revenue estimates, tax reform and health policy. From February 2001 to March 2003, he was chairman of the U.S. Council of Economic Advisers under President George W. Bush. Prior to joining Columbia, Hubbard was an assistant professor of economics at Northwestern University. - more - In addition to writing more than 100 scholarly articles in economics and finance, Hubbard is the author of two leading textbooks on money and financial markets and principles of economics. He currently serves as a member of the board of directors of Automatic Data Processing, Inc., KKR Financial Corporation and Duke Realty Corporation. He is also a trustee of the Economic Club of New York and board member of Resources for the Future and the Manhattan District Council Board of the Boy Scouts of America. He received Ph.D. and A.M. degrees in economics from Harvard University in 1983 and 1981, respectively, as well as bachelors of arts and sciences degrees in economics, summa cum laude, from the University of Central Florida in 1979. Satcher completed his four-year term as the 16th surgeon general of the United States in February 2002. He also served as assistant secretary for health from February 1998 to January 2001, making him only the second person in history to have held both positions of surgeon general and assistant secretary for health simultaneously. Currently, Satcher occupies the Poussaint-Satcher-Cosby chair in mental health at the Morehouse School of Medicine (MSM). From December 2004 to July 2006, he served as the president of MSM and from 1993 to 1998, he was the director of the Centers for Disease Control and Prevention as well as the administrator of the Agency for Toxic Substances and Disease Registry. Satcher has received more than 40 honorary degrees and numerous distinguished honors. In 2005, he was the recipient of the American Cancer Society Humanitarian Award. That same year, he was appointed as a commissioner on social determinants of health of the World Health Organization and became co-chair of the Ad Council's advisory committee on public issues. Satcher received both M.D. and Ph.D. degrees from Case Western University in 1970, with election to the Alpha Omega Alpha Honor Society. A Morehouse College graduate, he is a former Robert Wood Johnson Clinical Scholar and Macy Faculty Fellow. MetLife, Inc. is a leading provider of insurance and financial services with operations throughout the United States and the Latin America, Europe and Asia Pacific regions. Through its domestic and international subsidiaries and affiliates, MetLife, Inc. reaches more than 70 million customers around the world and MetLife is the largest life insurer in the United States (based on life insurance in-force). The MetLife companies offer life insurance, annuities, auto and home insurance, retail banking and other financial services to individuals, as well as group insurance, reinsurance and retirement & savings products and services to corporations and other institutions. For more information, please visit www.metlife.com. # # # EX-99.2 3 y29027exv99w2.txt PRESS RELEASE Exhibit 99.2 PUBLIC RELATIONS MetLife, Inc. One MetLife Plaza 27-01 Queens Plaza North For Immediate Release News Long Island City, NY 11101 (METLIFE(R) LOGO) Contacts: For Media: John Calagna (212) 578-6252 For Investors: Tracey Dedrick (212) 578-5140 METLIFE BOARD OF DIRECTORS DECLARES DATE FOR 2007 ANNUAL SHAREHOLDERS MEETING NEW YORK, January 16, 2007 - The board of directors of MetLife, Inc. (NYSE: MET) announced today that the company will hold its 2007 annual shareholders meeting on Tuesday, April 24, 2007. The board also established March 1, 2007 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 financial services with operations throughout the United States and the Latin America, Europe and Asia Pacific regions. Through its domestic and international subsidiaries and affiliates, MetLife, Inc. reaches more than 70 million customers around the world and MetLife is the largest life insurer in the United States (based on life insurance in-force). The MetLife companies offer life insurance, annuities, auto and home insurance, retail banking and other financial services to individuals, as well as group insurance, reinsurance and retirement & savings products and services to corporations and other institutions. For more information, please visit www.metlife.com. # # # EX-99.3 4 y29027exv99w3.txt PRESS RELEASE Exhibit 99.3 PUBLIC RELATIONS MetLife, Inc. One MetLife Plaza 27-01 Queens Plaza North For Immediate Release News Long Island City, NY 11101 (METLIFE(R) LOGO) Contacts: For Media: John Calagna (212) 578-6252 For Investors: Tracey Dedrick (212) 578-5140 William J. Mullaney Named President of MetLife Institutional Business William D. Moore to Succeed Mullaney as President of MetLife Auto & Home NEW YORK, January 18, 2007 - MetLife, Inc. (NYSE: MET) announced today that William J. Mullaney has been named president of MetLife's Institutional Business segment. Mullaney succeeds Leland C. Launer, Jr., who has decided to leave MetLife to pursue other opportunities. Mullaney most recently served as president of MetLife Auto & Home, the company's $3 billion personal lines property & casualty subsidiary, that insures nearly 4 million autos and homes nationwide. Prior to joining Auto & Home, Mullaney spent 20 years in Institutional Business, and held a number of leadership positions, covering a full breadth of customer, product and services responsibilities. These included responsibility for MetLife's relationships with its largest institutional customers, leading MetLife's voluntary benefits business which delivers financial products and services to employees at the workplace, and managing claims and customer services operations. Mullaney has been with MetLife for over 24 years, joining the company in 1982. "Bill's proven leadership capabilities, and his in depth knowledge and experience with our group customers makes him the ideal person to lead our Institutional Business organization," said C. Robert Henrikson, chairman of the board, president and chief executive officer. "I am looking forward to working closely with Bill as we continue to grow this critical segment of our business and provide the best products and services possible to our customers. The workplace is increasingly becoming a place for individuals to find solutions to meet their financial needs, and MetLife is uniquely qualified to provide these critical benefits." Institutional Business, with 2005 revenues of approximately $19 billion, provides coverage to group customers in the United States, including 88 of the top one hundred FORTUNE 500(R) companies, and offers a broad range of benefit solutions. Today, MetLife is the number one provider of many group insurance and benefit offerings, including group life, group long-term care, group auto & home and institutional annuities. - more - William D. Moore, senior vice president, Eastern Zone, Individual Business, will succeed Mullaney as head of MetLife Auto & Home. In addition to heading up the Eastern Zone, Moore has more than 24 years of experience in the Auto & Home organization, including most recently being responsible for its property and casualty specialist organization, which includes over 2,000 producers and administrative staff. Moore joined MetLife Auto & Home in 1977 and has held a variety of senior leadership positions in sales and marketing. "I have known and worked with Bill for a number of years, and his experience in both sales and marketing, combined with his strong leadership ability will serve him well as he takes the helm at Auto & Home," said Henrikson. Mullaney will report to Henrikson and become a member of MetLife's executive group. Moore will report to Lisa M. Weber, president of Individual Business. Both appointments are effective immediately. MetLife, Inc. is a leading provider of insurance and financial services with operations throughout the United States and the Latin America, Europe and Asia Pacific regions. Through its domestic and international subsidiaries and affiliates, MetLife, Inc. reaches more than 70 million customers around the world and MetLife is the largest life insurer in the United States (based on life insurance in-force). The MetLife companies offer life insurance, annuities, auto and home insurance, retail banking and other financial services to individuals, as well as group insurance, reinsurance and retirement & savings products and services to corporations and other institutions. For more information, please visit www.metlife.com. # # # -----END PRIVACY-ENHANCED MESSAGE-----