METLIFE INC (Form: 8-K, Received: 06/29/2021 17:28:30)

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): June 29, 2021

METLIFE, INC.

(Exact Name of Registrant as Specified in Its Charter)

Delaware

(State or Other Jurisdiction of Incorporation)

1-15787

13-4075851

(Commission File Number)

(IRS Employer Identification No.)

200 Park Avenue,

New York,

10166-0188

(Address of Principal Executive Offices)

(Zip Code)

(212) 578-9500

(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:


☐			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))

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, par value $0.01	MET	New York Stock Exchange
Floating Rate Non-Cumulative Preferred Stock, Series A, par value $0.01	MET PRA	New York Stock Exchange
Depositary Shares, each representing a 1/1,000th interest in a share of 5.625% Non-Cumulative Preferred Stock, Series E	MET PRE	New York Stock Exchange
Depositary Shares, each representing a 1/1,000th interest in a share of 4.75% Non-Cumulative Preferred Stock, Series F	MET PRF	New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐


Item 5.03			Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On June 29, 2021, MetLife, Inc. (the “Company”) filed a Certificate of Elimination (the “Certificate of Elimination”) with the Secretary of State of the State of Delaware to eliminate its 5.250% Fixed-to-Floating Rate Non-Cumulative Preferred Stock, Series C (“the Series C Preferred Stock”), of which, the Company previously redeemed, repurchased or otherwise reacquired all such shares. Effective upon filing, the Certificate of Elimination eliminated from the Company’s Amended and Restated Certificate of Incorporation all matters set forth in the Certificate of Designations with respect to the Series C Preferred Stock. The shares that were designated to such series were returned to the status of authorized but unissued shares of preferred stock, par value $0.01 per share, of the Company, without designation as to series.

The foregoing description of the Certificate of Elimination is not complete and is qualified in its entirety by reference to the complete text of the Certificate of Elimination, which is filed as Exhibit 3.1 hereto, and is incorporated herein by reference.


Item 9.01			Financial Statements and Exhibits.
3.1			Certificate of Elimination of 5.250% Fixed-to-Floating Rate Non-Cumulative Preferred Stock, Series C, of MetLife, Inc., filed with the Secretary of State of Delaware on June 29, 2021.
101			Pursuant to Rule 406 of Regulation S-T, the cover page is formatted in Inline XBRL (Inline eXtensible Business Reporting Language).
104			Cover Page Interactive Data File (embedded within the Inline XBRL document and included in Exhibit 101).

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/ Lyndon Oliver
			Name:			Lyndon Oliver
			Title:			Executive Vice President and Treasurer

Date: June 29, 2021

Exhibit 3.1

CERTIFICATE OF ELIMINATION

5.250% FIXED-TO-FLOATING RATE NON-CUMULATIVE PREFERRED STOCK, SERIES C

METLIFE, INC.

Pursuant to Section 151(g) of the General Corporation Law

of the State of Delaware

MetLife, Inc., a corporation organized and existing under the laws of the State of Delaware (the “Company”), DOES HEREBY CERTIFY as follows:

1. On May 27, 2015, the Terms Committee (the “Committee”) of the Board of Directors of the Company (the “Board”), pursuant to the authority vested in the Committee and in accordance with the resolutions of the Board of Directors dated April 28, 2015, the provisions of the Amended and Restated Certificate of Incorporation and Amended and Restated By-Laws of the Company and applicable law, adopted resolutions creating a series of shares of Preferred Stock, par value $0.01 per share, of the Company, designated as the “5.250% Fixed-to-Floating Rate Non-Cumulative Preferred Stock, Series C” (the “Series C Preferred Stock”), of which 1,500,000 shares were authorized, and caused to be filed a Certificate of Designations of the Series C Preferred Stock (the “Certificate of Designations”) with the Secretary of State of the State of Delaware. The Company issued 1,500,000 shares of the Series C Preferred Stock.

2. The terms of the Series C Preferred Stock provide that any shares of Series C Preferred Stock redeemed, purchased or otherwise acquired by the Company shall be cancelled and shall revert to authorized but unissued shares of Series C Preferred Stock.

3. All 1,500,000 shares of the Series C Preferred Stock that were previously issued have been redeemed, purchased or otherwise acquired by the Company pursuant to resolutions adopted by the Board. Pursuant to the provisions of Section 151(g) of the General Corporation Law of the State of Delaware (the “DGCL”), the Board adopted resolutions that no shares of the Series C Preferred Stock remain outstanding, and no shares of the Series C Preferred Stock will be issued subject to the Certificate of Designations.

4. Pursuant to the provisions of Section 151(g) of the DGCL, the Board further adopted resolutions that “as provided by Section 151(g)” of the DGCL “all matters set forth in the Company’s Amended and Restated Certificate of Incorporation with respect to the Series C Preferred Stock shall be eliminated from the Amended and Restated Certificate of Incorporation and the shares of the Series C Preferred Stock shall resume the status of authorized and unissued shares of Preferred Stock, par value $0.01 per share, of the Company, without designation as to series.”

5. Accordingly, pursuant to the provisions of Section 151(g) of the DGCL, upon the filing of this Certificate of Elimination, the Amended and Restated Certificate of Incorporation of the Company, as heretofore amended, shall be amended so as to eliminate

therefrom all reference to the Series C Preferred Stock, and the shares that were designated to such series are hereby returned to the status of authorized but unissued shares of Preferred Stock, par value $0.01 per share, of the Company, without designation as to series. This Certificate of Elimination shall not affect the total number of authorized shares of capital stock of the Company or the total number of authorized shares of Preferred Stock, par value $0.01 per share, of the Company.

[Signature Page Follows]

IN WITNESS WHEREOF, the Company has caused this Certificate of Elimination to be signed by its duly authorized officer this 29th day of June, 2021.

METLIFE, INC.

By: /s/ Lyndon E. Oliver

Name: Lyndon E. Oliver

Title: Executive Vice President and Treasurer