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 6, 2006
METLIFE, INC.
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(Exact Name of Registrant as Specified in Its Charter)
Delaware 1-15787 13-4075851
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(State or Other Jurisdiction (Commission (IRS Employer
of Incorporation) File Number) 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.
As of December 31, 2005, the Compensation Committee (the "Committee") of
the MetLife, Inc. Board of Directors approved by unanimous written consent (i)
an Amendment to Management Performance Share Agreement pursuant to the MetLife,
Inc. 2005 Stock and Incentive Compensation Plan (the "Plan"), effective with
regard to each Management Performance Share Agreement outstanding as of December
31, 2005, (ii) an Amendment to Management Restricted Stock Unit Agreement
pursuant to the Plan, effective with regard to each Management Restricted Stock
Unit Agreement outstanding as of December 31, 2005 (the Amendment to Management
Restricted Stock Unit Agreement, together with the Amendment to Management
Performance Share Agreement, collectively, the "Amendments"), (iii) a new form
of Management Performance Share Agreement pursuant to the Plan, and (iv) a new
form of Management Restricted Stock Unit Agreement pursuant to the Plan (the
form of Management Restricted Stock Unit Agreement, together with the form of
Management Performance Share Agreement, collectively, the "Agreements"). The
terms of the Agreements are substantially the same as those set forth in the
form of Management Performance Share Agreement filed as exhibit 10.4 to MetLife,
Inc.'s Current Report on Form 8-K dated December 19, 2005, and form of
Management Restricted Stock Unit Agreement filed as exhibit 10.19 to MetLife,
Inc.'s Annual Report on Form 10-K for the year ended December 31, 2004;
provided, however, that in accordance with interpretive guidance from the
Financial Accounting Standards Board, under the Agreements, in the event that
an employee's employment is terminated by death, such employee's Performance
Shares or Restricted Stock Units, as applicable, will be payable in shares of
MetLife, Inc. common stock (or cash at a value equal to the Closing Price (as
defined in the Agreements) on the date of death, if so determined by the
Committee). The Amendments effectuate the same change with respect to
Management Performance Share Agreements and Management Restricted Stock
Agreements outstanding as of December 31, 2005. The Amendment to Management
Performance Share Agreement, the Amendment to Management Restricted Stock
Agreement, the form of Management Performance Share Agreement and the form of
Management Restricted Stock Unit Agreement are attached hereto as exhibits
10.1, 10.2, 10.3 and 10.4, respectively, and are incorporated herein by
reference.
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits.
10.1 Amendment to Management Performance Share Agreement
(effective December 31, 2005) under the MetLife, Inc.
2005 Stock and Incentive Compensation Plan
(the "2005 Incentive Plan").
10.2 Amendment to Management Restricted Stock Unit Agreement
(effective December 31, 2005) under the 2005 Incentive
Plan.
10.3 Form of Management Performance Share Agreement under the
2005 Incentive Plan.
10.4 Form of Management Restricted Stock Unit Agreement under
the 2005 Incentive Plan.
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: January 10, 2006
EXHIBIT INDEX
EXHIBIT
NUMBER EXHIBIT
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10.1 Amendment to Management Performance Share Agreement
(effective December 31, 2005) under the MetLife, Inc.
2005 Stock and Incentive Compensation Plan (the "2005
Incentive Plan").
10.2 Amendment to Management Restricted Stock Unit Agreement
(effective December 31, 2005) under the 2005 Incentive
Plan.
10.3 Form of Management Performance Share Agreement under the
2005 Incentive Plan.
10.4 Form of Management Restricted Stock Unit Agreement under
the 2005 Incentive Plan.