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): September 27, 2016
METLIFE, INC.
(Exact Name of Registrant as Specified in Its Charter)
| Delaware | 1-15787 | 13-4075851 | ||
| (State or Other Jurisdiction | (Commission | (IRS Employer | ||
| of Incorporation) | File Number) | 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)) |
| Item 5.03 | Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. |
On September 27, 2016, the Board of Directors (the “Board”) of MetLife, Inc. (the “Company”) adopted amendments to the Company’s By-Laws (as so amended, the “By-Laws”) designating Delaware the exclusive forum for actions such as derivative suits or shareholder actions claiming a breach of fiduciary duty or actions arising out of Delaware corporate law or the Company’s charter or By-Laws. The Company’s shareholders approved a non-binding proposal to advise the Board to adopt such a By-Law provision at their 2016 annual meeting, with over 68% of shares cast in favor of the proposal (excluding abstentions). Section 8.11 has been added to the By-Laws to include such exclusive forum provision. The Company may consent to an alternative forum on a case-by-case basis where it determines that its interests and those of its shareholders are best served by doing so. Prior to this amendment, the By-Laws had not specified a forum for such suits or actions.
The foregoing description of the By-Laws is not complete and is qualified in its entirety by reference to the By-Laws, which are filed as Exhibit 3.1 hereto in redline form showing the amendments described above, and as Exhibit 3.2 hereto in unmarked form, and are incorporated herein by reference.
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| Item 9.01 | Financial Statements and Exhibits. |
| 3.1 | Amended and Restated By-Laws of MetLife, Inc., effective September 27, 2016, redlined for amendments effective September 27, 2016. | |
| 3.2 | Amended and Restated By-Laws of MetLife, Inc., effective September 27, 2016. | |
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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/ Timothy J. Ring | |||||
| Name: Timothy J. Ring | ||||||
| Title: Senior Vice President and Secretary | ||||||
Date: September 29, 2016
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| EXHIBIT | ||
| NUMBER |
EXHIBIT | |
| 3.1 | Amended and Restated By-Laws of MetLife, Inc., effective September 27, 2016, redlined for amendments effective September 27, 2016. | |
| 3.2 | Amended and Restated By-Laws of MetLife, Inc., effective September 27, 2016. | |
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