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 OfficersItem 9.01 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On February 15, 2018, the Compensation Committee (the “Committee”) of the Board of Directors (the “Board”) of MetLife, Inc. (the “Company”) approved changes to the forms of award agreement and Award Agreement Supplement for stock-based long-term incentive compensation awards (collectively, the “Award Agreements”) under the MetLife, Inc. 2015 Stock and Incentive Compensation Plan, effective February 27, 2018. Each of the Award Agreements has material terms that are substantially similar to those in the forms of award agreement last approved by the Committee and disclosed by the Company in its Annual Report on Form 10-K for the year ended December 31, 2015, except as noted below:
| • | The Award Agreements exclude goals previously included for purposes of qualifying awards as performance-based compensation under U.S. Internal Revenue Code Section 162(m), and references to those goals. |
| • | The Award Agreements use “Adjusted Return on Equity” as the title of the non-GAAP financial measure previously referred to as “Operating Return on Equity.” |
| • | The Award Agreements specify the closing price of shares of Company common stock as the basis for tax withholding, and allow the Company to withhold at a rate higher than the minimum, but no more than the maximum, allowed by law. |
| • | The Award Agreements clarify certain technical terms related to Committee authority, certain references to non-U.S. laws, and other matters. |
The foregoing description of the Award Agreements is not complete and is qualified in its entirety by reference to the Award Agreements, which are filed as exhibits hereto and are incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
|
Exhibit No. |
Description |
| 10.1 | Form of Performance Share Agreement, effective February 15, 2018. |
| 10.2 | Form of Performance Unit Agreement, effective February 15, 2018. |
| 10.3 | Form of Restricted Stock Unit Agreement (Ratable Period of Restriction Ends in Thirds), effective February 15, 2018. |
| 10.4 | Form of Restricted Stock Unit Agreement (Three-Year “Cliff” Period of Restriction), effective February 15, 2018. |
| 10.5 | Form of Restricted Unit Agreement (Ratable Period of Restriction Ends in Thirds), effective February 15, 2018. |
| 10.6 | Form of Restricted Unit Agreement (Three-Year “Cliff” Period of Restriction), effective February 15, 2018. |
| 10.7 | Award Agreement Supplement, effective February 15, 2018. |
METLIFE INC ExhibitEX-10.1 2 d542821dex101.htm EX-10.1 EX-10.1 Exhibit 10.1 PERFORMANCE SHARE AGREEMENT MetLife,…To view the full exhibit click here
About METLIFE, INC. (NYSE:MET)
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.
