UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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) December 14, 2004
MetLife, Inc.
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(Exact Name of Registrant as Specified in Its Charter)
Delaware
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(State or Other Jurisdiction of Incorporation)
1-15787 13-4075851
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(Commission File Number) (IRS Employer Identification No.)
200 Park Avenue, New York, New York 10166-0188
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(Address of Principal Executive Offices) (Zip Code)
212-578-2211
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(Registrant's Telephone Number, Including Area Code)
N/A
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(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 December 14, 2004, the MetLife, Inc. board of directors (the "Board")
approved the MetLife Leadership Deferred Compensation Plan (the "Leadership
Plan"). The Leadership Plan allows officers and certain other employees of
MetLife, Inc. affiliates to defer the receipt of salary, annual incentive
compensation, and long-term incentive compensation payable in cash on and after
January 1, 2005, and to defer the receipt of long-term incentive compensation
payable in shares of MetLife, Inc. common stock on and after April 15, 2005,
thereby deferring payment by participant of federal and most state income taxes
on those amounts. Amounts deferred, once chosen, may not be changed by a
participant, except in cases of hardship. Metlife, Inc. will match the value of
participants' deferred compensation to the same extent that such compensation
would have been matched under applicable savings and investment plans had it not
been deferred under the Leadership Plan. Interest or simulated investment
returns on deferred compensation is not determined on an above-market basis. The
Leadership Plan is intended to comply with Section 409A of the Internal Revenue
Code of 1986, as amended (the "Internal Revenue Code"). Amounts deferred under
the Leadership Plan are unsecured obligations of MetLife, Inc.
On December 14, 2004, the Board also approved the MetLife Non-Management
Director Deferred Compensation Plan (the "Directors' Plan"). The Directors' Plan
allows directors, other than those who are employees of MetLife, Inc. or its
affiliates, to defer the receipt of director fees, including compensation
payable in shares of MetLife, Inc. common stock, payable on and after January 1,
2005, thereby deferring payment by the participant of federal and most state
income taxes on those amounts. Amounts deferred, once chosen, may not be changed
by a participant except in cases of hardship. Interest or simulated investment
returns on deferred compensation is not determined on an above-market basis. The
Directors' Plan is intended to comply with Section 409A of the Internal Revenue
Code. Amounts deferred under the Directors' Plan are unsecured obligations of
MetLife, Inc.
On December 14, 2004, the Board also adopted a performance measure, from a
selection of performance measures provided under Article 5 of the MetLife Annual
Variable Incentive Plan ("AVIP"), which will govern the eligibility for awards
under the AVIP of the Chief Executive Officer and each of MetLife, Inc.'s other
officers subject to the reporting requirements of Section 16 of the Securities
Exchange Act of 1934, as amended (the "Section 16 Officers"). The Board
selected as the performance measure for awards under the AVIP, MetLife, Inc.'s
net income excluding after-tax net investment gains and losses,excluding
settlement payments on derivative instruments not qualifying for hedge
accounting treatment, and the cumulative effect of a change in accounting,
determined according to generally accepted accounting principles, subject to
the maximum award limit under the AVIP. The Compensation Committee of the
Board retains the discretion to reduce the AVIP awards for the Chief Executive
Officer and Section 16 Officers below the amount determined pursuant to the
selected performance measure.
Item 8.01 Other Events.
On December 17, 2004, MetLife, Inc. issued a press release regarding an
inquiry by the Securities and Exchange Commission at its subsidiary, New
England Life Insurance Company. A copy of the press release is attached hereto
as Exhibit 99.1 and is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(a) Not applicable.
(b) Not applicable.
(c) 99.1 Press release of MetLife, Inc. dated December 17, 2004 regarding
an inquiry by the Securities and Exchange Commission at its subsidiary, New
England Life Insurance Company.
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
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Name: Gwenn L. Carr
Title: Senior Vice-President and Secretary
Date: December 20, 2004
EXHIBIT INDEX
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Exhibit
Number Exhibit
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99.1 Press release of MetLife, Inc. dated December 17, 2004
regarding an inquiry by the Securities and Exchange Commission
at its subsidiary, New England Life Insurance Company.