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) September 28, 2004
MetLife, Inc.
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(Exact Name of Registrant as Specified in Its Charter)
Delaware
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(State or Other Jurisdiction of Incorporation)
1-15787 13-4075851
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(Commission File Number) (IRS Employer Identification No.)
200 Park Avenue, New York, New York 10166
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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.
On September 28, 2004, the Board of Directors of MetLife, Inc. (the "Company"),
approved the terms of an Agreement, Waiver and General Release (the "Agreement")
between Stewart G. Nagler and MetLife Group, Inc., a wholly-owned subsidiary of
the Company, regarding the cessation of Mr. Nagler's employment.
Mr. Nagler has been Vice Chairman of the Board of the Company since September
1999, and Vice Chairman of the Board of Metropolitan Life Insurance Company, a
wholly-owned subsidiary of the Company, since July 1998. Pursuant to the
Agreement, Mr. Nagler's employment and his directorships with such entities have
been terminated effective August 31, 2004.
Under the Agreement, the Board of the Company will recommend that Mr. Nagler
receive a lump sum payment of $800,000 under the Company's Annual Variable
Incentive Plan ("AVIP"), which would be paid at the next time payments are made
to all other participants in the AVIP. The Agreement also provides for (i) a
lump sum payment of $223,334 and (ii) an enhancement to his total pension
benefit aggregating approximately $243,000, resulting from calculating such
benefit as if he had reached age 62 at the time of retirement rather than his
actual age at the time of retirement, age 61 and 7 months, both amounts payable
shortly after the date the Board approved the Agreement.
Item 5.02 Departure of Directors or Principal Officers; Election of Directors;
Appointment of Principal Officers.
(b) The text of Item 1.01 of this Current Report on Form 8-K is
incorporated in its entirety into this Item 5.02 by reference thereto.
Item 8.01 Other Events.
On September 28, 2004, MetLife, Inc., a Delaware corporation, issued a press
release announcing that the Board of Directors had declared an annual dividend
for 2004 of $0.46 per common share. A copy of the press release is attached
hereto as Exhibit 99.1 and is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(a) Not applicable
(b) Not applicable
(c) Exhibits.
99.1 Press release of MetLife, Inc., dated September 28, 2004,
announcing the declaration of the annual dividend on its
common stock.
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: September 30, 2004
EXHIBIT INDEX
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Exhibit
Number Exhibit
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99.1 Press release of MetLife, Inc., dated September 28, 2004,
announcing the declaration of the annual dividend on its common
stock.