MetLife (MET) 8-K Submission of Matters to a Vote of Security Holders

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM8-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): June 13, 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 Form8-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 toRule 14a-12 under the Exchange Act (17 CFR240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR240.14d-2 (b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR240.13e-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.  ☐

TABLE OF CONTENTS

Item 5.07 Submission of Matters to a Vote of Security Holders.

At MetLife, Inc.’s (the “Company’s”) annual meeting of shareholders on June 13, 2017, the shareholders:

• elected eleven Directors, each for a term expiring at the Company’s 2018 annual meeting of shareholders;

• ratified the appointment of Deloitte & Touche LLP as the Company’s independent auditor for 2017;

• approved, on an advisory basis, the compensation paid to the Company’s Named Executive Officers as disclosed in the Company’s 2017 Proxy Statement;

• voted, on an advisory basis, on the frequency of future advisory votes to approve the compensation paid to the Company’s Named Executive Officers(1); and

• did not approve a shareholder proposal to reduce the ownership required for shareholders to call a special meeting.

Election of Directors:

Nominee Name	Votes For		Votes Against		Abstained		Broker Non-Votes
Cheryl W. Grisé		875,465,463		26,735,460		2,863,507		71,976,876
Carlos M. Gutierrez		900,933,741		2,384,987		1,745,702		71,976,876
David L. Herzog		897,468,980		6,675,996		919,454		71,976,876
R. Glenn Hubbard, Ph.D.		900,429,644		3,731,639		903,147		71,976,876
Steven A. Kandarian		882,759,716		16,377,996		5,926,918		71,976,676
Alfred F. Kelly, Jr.		901,499,526		2,623,039		941,865		71,976,876
Edward J. Kelly, III		895,056,718		9,079,227		928,485		71,976,876
William E. Kennard		897,144,277		6,993,509		926,644		71,976,876
James M. Kilts		824,879,049		77,265,757		2,919,624		71,976,876
Catherine R. Kinney		902,896,469		1,269,050		898,911		71,976,876
Denise M. Morrison		890,616,550		13,547,122		900,758		71,976,876
	Votes For		Votes Against		Abstained		Broker Non-Votes
Ratify the appointment of Deloitte & Touche LLP as the Company’s independent auditor for 2017		966,858,033		9,263,669		919,604		-0-
Advisory vote to approve the compensation paid to the Company’s Named Executive Officers		777,598,864		125,417,446		2,048,120		71,976,876
Shareholder proposal to reduce the ownership required for shareholders to call a special meeting.		386,710,160		516,695,913		1,658,357		71,976,876

	1 year		2 years		3 years		Abstained		Broker Non-Votes
Advisory vote on the frequency of future advisory votes to approve the compensation paid to the Company’s Named Executive Officers(1)		823,260,820		1,110,850		79,375,714		1,317,046		71,976,876

(1) The Company expects to disclose on Form 8-K/A its Board of Directors’ determination of the frequency with which future advisory votes on executive compensation will be held.

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/ Timothy J. Ring
Name:	Timothy J. Ring
Title:	Senior Vice President and Secretary

Date: June 15, 2017