METLIFE, INC. (NYSE:MET) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

METLIFE, INC. (NYSE:MET) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
Item 5.02

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Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Michel A. Khalaf is MetLife, Inc.’s President, U.S. Business and EMEA, and (as MetLife, Inc. has previously announced) will become its President and Chief Executive Officer (“CEO”) as of May 1, 2019. MetLife, Inc. affiliates (collectively, the “Company”) and Michel A. Khalaf entered into an amendment to Mr. Khalaf’s Letter of Understanding of June 15, 2017 (the “Amendment”) on February 27, 2019, and a waiver and release (the “Release”) on March 4, 2019. MetLife, Inc.’s Board of Directors previously approved the terms of each.

The Amendment

As MetLife, Inc. previously disclosed, in 2017, the Company transferred Mr. Khalaf to the United States from the United Arab Emirates, which has a lower tax structure than that of the U.S. In order to encourage Mr. Khalaf to take the role of President of both the U.S. Business and EMEA, the Company developed a transition plan for tax-related support using escalating rates for hypothetical tax withholding. Under the plan, the Company withheld for taxes from Mr.Khalaf’s pay and conveyed to taxing authorities on Mr. Khalaf’s behalf any tax amounts due, including amounts covered by the Company in excess of the withholding. The transition plan was to end on January 1, 2020 with Mr. Khalaf assuming full responsibility for U.S. taxes. The Company also made Mr. Khalaf whole for taxes on imputed income for some, but not all, relocation-related services it provided him, consistent with its established employee relocation policy, and provided tax return preparation assistance.

In the 2019 Amendment, Mr. Khalaf has agreed to terminate the transition plan and stop tax-related support a year earlier than planned. The Company’s Board of Directors and Mr. Khalaf based the agreement on the understanding that, as a CEO who resides in the U.S., Mr. Khalaf will be responsible for all of his taxes, consistent with similarly-situated executives. Accordingly, the Amendment specifies that the transition plan’s tax-related support ended effective December 31, 2018, four months before Mr. Khalaf becomes CEO.

The Company will make Mr. Khalaf whole for taxes on the final relocation of his family’s home furnishings to the U.S. in 2019, consistent with the Company’s current policy. The Company will also continue to provide tax return preparation assistance for a limited period of time.

The Release

In connection with Mr. Khalaf’s appointment as MetLife, Inc. CEO, the Company will transfer his employment from a MetLife company based in the United Arab Emirates (“UAE”) to one based in the United States. The Company’s U.S.-based benefit plans would subtract from Mr. Khalaf’s pension benefit any “end of service gratuity” payment to which he would be entitled in the UAE. Under the Release, Mr. Khalaf will retain his full Company pension benefits, rather than receive an “end of service gratuity,” in exchange for a waiver and release of claims.

The foregoing descriptions are not complete and are qualified by reference to the Amendment and the Release, which are filed as Exhibits 10.1 and 10.2 hereto.

On March 5, 2019, MetLife, Inc. issued a news release confirming its previously announced declaration of a first quarter 2019 dividend of $0.25 per share on MetLife, Inc.’s floating rate non-cumulative preferred stock, Series A. A copy of the news release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

Item 5.02

Financial Statements and Exhibits




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MetLife, Inc. (MetLife) is a provider of life insurance, annuities, employee benefits and asset management. The Company’s segments include Retail; Group, Voluntary & Worksite Benefits; Corporate Benefit Funding; Latin America (collectively, the Americas); Asia, and Europe, the Middle East and Africa (EMEA). Its Retail segment is organized into two businesses: Life & Other, and Annuities. Its Group, Voluntary & Worksite Benefits insurance products and services include life, dental, group short- and long-term disability, property and casualty, long-term care, accidental death and dismemberment, critical illness, vision, and accident and health coverages, as well as prepaid legal plans. Its Corporate Benefit Funding segment provides funding and financing solutions that help institutional customers manage liabilities primarily associated with their qualified, nonqualified and welfare employee benefit programs using a spectrum of life and annuity-based insurance and investment products.

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