Current Report Filing (8-k)
August 13 2015 - 4:07PM
Edgar (US Regulatory)
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): August 7, 2015
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 |
(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 |
(Address of Principal Executive Offices) |
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(Zip Code) |
212-578-9500
(Registrants 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)) |
TABLE OF CONTENTS
Item 5.02 |
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On April 14, 2015, MetLife, Inc. disclosed that William J. (Bill) Wheeler, President of its Americas region, would retire in August 2015. Effective
August 7, 2015, Mr. Wheeler entered into a separation agreement with an affiliate of MetLife, Inc. (the Agreement). Mr. Wheelers employment will end on August 31, 2015. The Agreement is contingent on the end of Mr. Wheelers
employment on that date.
The Agreement provides for Mr. Wheelers resignation from all his duties and roles with MetLife, Inc. and its affiliates
(collectively, the Company), his general release in favor of the Company and all its associates from all employment-related claims and a mutual non-disparagement clause. It also contains standard provisions for maintaining
confidentiality and returning Company documents and property, subject to customary exceptions for legal or governmental proceedings (including Mr. Wheelers agreement to notify the Company of requests for Company information). Mr. Wheeler will
also cooperate in connection with investigations, administrative proceedings, or litigation involving the Company.
The Agreement provides that Mr.
Wheelers agreement with the Company to Protect Corporate Property will continue in effect for 18 months after the end of his employment. Among other things, this agreement restricts Mr. Wheeler from soliciting Company employees to leave the
Company or interfere with Company business relationships.
In addition, the Agreement includes an acknowledgment by Mr. Wheeler of his obligation, under
his long-term incentive (LTI) arrangements, not to compete with the Company through any engagement with Prudential Financial, Inc. or its affiliates until all of his LTI has vested or until MetLife, Inc. has otherwise waived the non-compete.
The Agreement provides for paying Mr. Wheeler $2,004,006, in part under the Companys standard arrangements for officer-level employees, and in part
reflecting payment of his 2015 annual incentive compensation target, pro-rated for the period of his employment by the Company in 2015. Under the Agreement, Mr. Wheeler will qualify for an eligibility enhancement that will allow him to be
retirement-eligible and receive retiree medical benefits under the Companys benefit plans. Mr. Wheeler will not receive additional pension or other benefits by virtue of the Agreement, and will be entitled to receive his standard traditional
formula pension benefits only upon reaching age 55. By virtue of being deemed retirement eligible, Mr. Wheeler will continue to receive payouts of his outstanding LTI, including his right to exercise his options to purchase MetLife, Inc. common
stock. MetLife, Inc. disclosed Mr. Wheelers outstanding LTI as of December 31, 2014 and the present value of Mr. Wheelers accumulated pension benefit in its 2015 definitive proxy statement filed with the Securities and Exchange
Commission on March 31, 2015.
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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/ Timothy J. Ring |
Name: |
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Timothy J. Ring |
Title: |
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Senior Vice President and Secretary |
Date: August 13, 2015
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