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): May 1, 2018
METLIFE, INC.
(Exact Name of Registrant as Specified in Its Charter)
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Delaware
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1-15787
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13-4075851
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(State or Other Jurisdiction
of Incorporation)
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(Commission
File Number)
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(IRS Employer
Identification No.)
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200 Park Avenue, New York, New York
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10166-0188
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(Address of Principal Executive Offices)
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(Zip Code)
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212-578-2211
(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):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2 (b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4 (c))
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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 5.02 Departure of Directors or Certain Officers; Election of
Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
The MetLife, Inc. Board of Directors appointed
John McCallion Executive Vice President and Chief Financial Officer, to succeed the retiring John C.R. Hele, effective May 1, 2018. Mr. McCallion retained his title as Treasurer. A copy of MetLife’s May 1, 2018 news release announcing this
and other senior leadership changes is included in this report as Exhibit 99.1.
Mr. McCallion, age 44, joined MetLife in July 2006. He has
served MetLife as Chief Financial Officer for Investments, head of Investor Relations, Chief Financial Officer for the Europe, the Middle East, and Africa region (“EMEA”) beginning in 2012, and Executive Vice President and Treasurer
beginning in 2016.
Mr. McCallion’s previous MetLife service in EMEA causes multi-jurisdiction tax complexity that persists for several
years after his return to the U.S. As a result, on May 4, 2018, MetLife, Inc. agreed to provide Mr. McCallion with reasonable tax return preparation services for tax years ending in 2016 through 2018. This description of the agreement is not
complete and is qualified in its entirety by reference to the agreement, which is filed as an exhibit to this report and incorporated herein by reference.
MetLife, Inc. will disclose any subsequent material arrangement in connection with Mr. McCallion’s appointment in an amendment to this Form 8-K.
Item 9.01 Financial Statements and Exhibits
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.
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METLIFE, INC.
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By:
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/s/ Jeannette N. Pina
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Name: Jeannette N. Pina
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Title: Vice President and Secretary
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Date: May 7, 2018
Exhibit 10.1
May 1, 2018
John
McCallion
Executive Vice President and Chief Financial Officer and Treasurer
Dear John:
MetLife, Inc. (MetLife) recognizes and appreciates
your prior service outside the United States as chief financial officer for Europe, the Middle East, and Africa (EMEA). We recognize that such an overseas assignment causes multi-jurisdiction tax complexity that persists for several years after you
return to the U.S. As a result, MetLife is willing to cause a MetLife company to provide you with reasonable tax return preparation support services, using a firm chosen by MetLife, for (a) your tax returns in applicable jurisdictions for any
of your tax years ending between July 1, 2016 and December 31, 2017, inclusive; and (b) your tax returns in applicable jurisdictions for any of your tax years ending between January 1, 2018 and December 31, 2018, inclusive,
to the extent MetLife, or the tax preparation firm chosen by MetLife, determines that your return(s) for such year(s) involve U.S. (or U.S. local jurisdiction) Foreign Tax Credits and/or a Claim of Right due to MetLife or similar items.
The arrangement shall continue until the earliest of (a) the date your employment with all MetLife companies is terminated for any reason, (b) the
date you file all tax returns covered by this agreement, and (c) the date your latest tax return covered by this agreement is due to filed with the taxing authority, including any tax return filing extensions.
Neither this letter, nor the Arrangement described in this letter is a guarantee of employment for any specific period of time. This letter is the entire
agreement between you and MetLife regarding the matters described herein, supersedes any prior written or oral agreement or promises by any MetLife company, and cannot be amended except by a written document signed by you and an officer of MetLife
with authorization or approval of the MetLife Compensation Committee and Board of Directors if MetLife determines necessary. This letter has been authorized by the MetLife Compensation Committee and Board of Directors.
Please sign below to agree to these terms and return an original to me at your earliest convenience.
Sincerely yours,
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MetLife, Inc.
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By:
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/s/ Susan Podlogar
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Susan Podlogar
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Executive Vice President and Chief Human Resources Officer
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Accepted & Agreed:
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/s/ John McCallion
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John McCallion
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Date:
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May 4, 2018
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Exhibit 99.1
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For Immediate Release | Global Communications | MetLife, Inc.
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Contacts: For Media: Randy Clerihue
(212)
578-5061
For Investors: John
Hall
(212)
578-7888
METLIFE ANNOUNCES SENIOR LEADERSHIP CHANGES
● John Hele retires as CFO; is succeeded by John McCallion
● Stephen W. Gauster named General Counsel
● Oscar Schmidt named to Executive Group
NEW YORK, May
1, 2018
— MetLife, Inc. (NYSE: MET) announced today that John C.R. Hele is retiring as Chief Financial Officer
and will be succeeded by Executive Vice President John McCallion, currently the company’s Treasurer. McCallion will join the company’s Executive Group and report to Chairman, President and CEO Steven A. Kandarian.
John McCallion’s first day as CFO is May 1. MetLife expects that John Hele will stay on at MetLife as a senior adviser until September 2018.
“I want to thank John Hele for his service as CFO and for bringing a sharper focus on the true economics of the business we write,” Kandarian said.
“I also want to welcome John McCallion to the CFO role. I have worked with John for nearly 10 years since he was appointed as CFO for MetLife’s Investments Department. I have every confidence that he will bring the skill, energy and
leadership needed to help MetLife create significant value for our shareholders.”
McCallion joined MetLife in July 2006. In addition to serving as
CFO for Investments, he has been head of Investor Relations, CFO for Europe, the Middle East, and Africa (EMEA), and EVP and Treasurer. Prior to joining MetLife, McCallion spent nearly 10 years at PwC in the firm’s insurance audit practice,
where he worked with multinational and U.S. clients in the life and property/casualty insurance industries.
McCallion earned his B.S. degree in
accounting from Syracuse University and his M.B.A. from The Wharton School at the University of Pennsylvania. He is a certified public accountant (CPA) and a member of the American Institute of Certified Public Accountants.
MetLife also announced today that it has named Stephen W. Gauster as Executive Vice President and General Counsel. He will continue to report to Kandarian and
become a member of the company’s Executive Group. Most recently, Gauster served as Senior Vice President and Interim General Counsel. He joined MetLife in January 2016 as Senior Vice President and Chief Counsel – General Corporate.
“Stephen has more than 20 years’ experience dealing with the most complex and challenging legal
issues,” Kandarian said. “He will provide strong leadership to our world-class legal team.”
Previously, Gauster was Senior Vice President,
Chief Corporate Counsel and Assistant Secretary for Assurant, Inc. Before that, he was Vice President, Corporate Counsel and Assistant Secretary for Prudential Financial, Inc. He began his legal career as an associate at Cleary, Gottlieb
Steen & Hamilton LLP.
Gauster earned a bachelor’s degree, master’s degree, and juris doctor – all from Harvard University.
MetLife also announced that Executive Vice President and Head of Latin America Oscar Schmidt is being elevated to the company’s Executive Group. Schmidt
joined MetLife in 1994 and has been running the company’s Latin America region since 2006.
“Oscar is a proven business leader who has helped
MetLife’s businesses in Latin America achieve significant profitable growth,” Kandarian said. “His decades of business success and commercial acumen are a welcome addition to the team that sets the direction for our whole
company.”
Prior to joining MetLife, Schmidt was general manager for the life and pensions business of Sud America Seguros. He started his career as
an auditor and consultant for Arthur Andersen specializing in insurance, and then became a CFO in the insurance sector before moving into business leadership roles.
Schmidt earned his bachelor’s and master’s equivalent degree from the University of Buenos Aires as a CPA.
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About MetLife
MetLife, Inc. (NYSE: MET), through its subsidiaries and affiliates (“MetLife”), is one of the world’s leading financial services companies,
providing insurance, annuities, employee benefits and asset management to help its individual and institutional customers navigate their changing world. Founded in 1868, MetLife has operations in more than 40 countries and holds leading market
positions in the United States, Japan, Latin America, Asia, Europe and the Middle East. For more information, visit
www.metlife.com
.