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): October 19, 2017
METLIFE, INC.
(Exact Name of Registrant as Specified in Its Charter)
| Delaware | 1-15787 | 13-4075851 | ||
|
(State or Other Jurisdiction of Incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
| 200 Park Avenue, New York, 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 (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)) |
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 3.03 Material Modifications to Rights of Security Holders.
On October 23, 2017, MetLife, Inc. (“MetLife”) amended its Certificate of Incorporation (the “Certificate of Incorporation”), to replace the definitions of “Adjusted Shareholders’ Equity Amount” in the Certificate of Designations of MetLife’s Floating Rate Non-Cumulative Preferred Stock, Series A, and “Adjusted Stockholders’ Equity Amount” in the Certificate of Designations of MetLife’s 5.250% Fixed-to-Floating Rate Non-Cumulative Preferred Stock, Series C. The amended definitions adjust each such amount for certain periods prior to MetLife’s spin-off of Brighthouse Financial, Inc. to reflect the spin-off on a pro forma basis as of June 30, 2017. MetLife’s common stockholders approved the amendment at a special stockholders meeting on October 19, 2017.
The foregoing description is not complete, and is qualified by reference to the Certificate of Amendment to the Amended and Restated Certificate of Incorporation of the Company, filed as Exhibit 3.1 hereto.
Item 5.07 Submission of Matters to a Vote of Security Holders.
At a special stockholders meeting on October 19, 2017, MetLife’s common stockholders:
| • | approved a proposal to amend the preferred stock dividend payment tests in the Certificate of Incorporation; and |
| • | approved a proposal to adjourn the special meeting, if necessary or appropriate, to solicit additional proxies. |
| Votes For | Votes Against | Abstained |
Broker Non-
Votes |
|||||||||||||
|
Amend the Preferred Stock Dividend Payment Tests in the Certificate of Incorporation |
896,697,948 | 1,116,466 | 1,503,086 | 0 | ||||||||||||
|
Adjourn the Special Meeting, if Necessary or Appropriate, to Solicit Additional Proxies |
810,495,195 | 87,317,451 | 1,504,854 | 0 | ||||||||||||
Item 9.01. Financial Statements and Exhibits.
|
Exhibit No. |
Description |
|
| 3.1 | Certificate of Amendment of Amended and Restated Certificate of Incorporation of MetLife, Inc., filed with the Secretary of State of Delaware on October 23, 2017 | |
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/ Jeannette N. Pina | |
| Name: | Jeannette N. Pina | |
|
Title: |
Vice President and Secretary | |
Date: October 24, 2017
Exhibit 3.1
CERTIFICATE OF AMENDMENT
OF
AMENDED AND RESTATED CERTIFICATE OF INCORPORATION
OF
METLIFE, INC.
METLIFE, INC., a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware (the “Corporation”),
DOES HEREBY CERTIFY:
FIRST: That the Board of Directors of the Corporation, by unanimous written consent in lieu of a meeting pursuant to Section 141(f) of the Delaware General Corporation Law, adopted a resolution on August 10, 2017 proposing and declaring advisable an amendment to the Amended and Restated Certificate of Incorporation of the Corporation (as amended theretofore from time to time and in effect on such date, the “Prior Certificate of Incorporation”), subject to the approval of the holders of the Common Stock of the Corporation at a special meeting to be held on October 19, 2017,
| (A) | to replace in its entirety paragraph (a) of Section 3 of the Certificate of Designations of the Corporation’s Floating Rate Non-Cumulative Preferred Stock, Series A, which forms a part of the Certificate of Incorporation, with the revised text of such paragraph as set forth below: |
(a) “Adjusted Shareholders’ Equity Amount” means, as of any Quarter End, the shareholders’ equity of the Corporation as reflected on its consolidated balance sheet as of such Quarter End minus accumulated other comprehensive income as reflected on such consolidated balance sheet, (i) subject to Section 5(d)(iv) and (ii) except that any increase in shareholders’ equity resulting from the issuance of Preferred Stock during the period from and including the Final Quarter End Test Date for a Dividend Period as to which the Corporation fails the test set forth in Section 5(a)(ii) through the first Quarter End thereafter as of which the Adjusted Shareholders’ Equity Amount has declined by less than 10% or increased as compared to such amount on the Benchmark Quarter End Test Date shall not be taken into account in calculating the Adjusted Shareholders’ Equity Amount as of such Quarter End during such period; provided, however, the “Adjusted Shareholders’ Equity Amount” means, for any Benchmark Quarter End Test Date prior to August 4, 2017 used for a Dividend Payment Date after September 30, 2017, the amount of $49,282,000,000, which constitutes the total stockholders’ equity, excluding accumulated other comprehensive income, as of June 30, 2017 as reported on a pro forma basis reflecting the distribution of shares of Brighthouse Financial, Inc., in the MetLife, Inc. Form 8-K filed with the Securities and Exchange Commission on August 9, 2017.
and
| (B) | to replace in its entirety paragraph (a) of Section 3 of the Certificate of Designations of the Corporation’s 5.250% Fixed-To-Floating Rate Non-Cumulative Preferred Stock, Series C, which forms a part of the Certificate of Incorporation, with the revised text of such paragraph as set forth below: |
(a) “Adjusted Stockholders’ Equity Amount” means, as of any Quarter End, the stockholders’ equity of the Corporation as reflected on its consolidated GAAP balance sheet as of such Quarter End minus accumulated other comprehensive income as reflected on such consolidated GAAP balance sheet, (x) subject to Section 5(d)(iv) and (y) except that any increase in stockholders’ equity resulting from the issuance of Preferred Stock during the period from and including the Final Quarter End Test Date for a Dividend Period as to which the Corporation fails the test set forth in Section 5(a)(ii) through the first Quarter End thereafter as of which the Adjusted Stockholders’ Equity Amount has declined by less than 10% or increased as compared to such amount on the Benchmark Quarter End Test Date shall not be taken into account in calculating the Adjusted Stockholders’ Equity Amount as of such Quarter End during such period; provided, however, the “Adjusted Stockholders’ Equity Amount” means, for any Benchmark Quarter End Test Date prior to August 4, 2017 used for a Dividend Payment Date after September 30, 2017, the amount of $49,282,000,000, which constitutes the total stockholders’ equity, excluding accumulated other comprehensive income, as of June 30, 2017 as reported on a pro forma basis reflecting the distribution of shares of Brighthouse Financial, Inc., in the MetLife, Inc. Form 8-K filed with the Securities and Exchange Commission on August 9, 2017.
SECOND: That, the holders of Common Stock of the Corporation were given notice of the proposed amendment to the Prior Certificate of Incorporation in accordance with the requirements of Section 222 of the General Corporation Law of the State of Delaware, the Prior Certificate of Incorporation and the By-Laws of the Corporation (the “By-Laws”), and duly adopted the amendment to the Prior Certificate of Incorporation in accordance with the requirements of the General Corporation Law of the State of Delaware, the Prior Certificate of Incorporation and the By-Laws.
THIRD: That such amendment was duly adopted in accordance with the applicable provisions of Section 242 of the General Corporation Law of the State of Delaware.
IN WITNESS WHEREOF, METLIFE, INC. has caused this certificate to be signed by Jeannette N. Pina, its Vice President and Secretary, this 23 rd day of October, 2017.
| METLIFE, INC. | ||
| By: | /s/ Jeannette N. Pina | |
| Jeannette N. Pina | ||
| Vice President and Secretary | ||
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