MetLife Inc. Files Definitive Proxy Statement (DEF 14A)

Ticker: MET-PF · Form: DEF 14A · Filed: Apr 26, 2024 · CIK: 1099219

Metlife Inc DEF 14A Filing Summary
FieldDetail
CompanyMetlife Inc (MET-PF)
Form TypeDEF 14A
Filed DateApr 26, 2024
Risk Levellow
Pages15
Reading Time18 min
Key Dollar Amounts$5,099, $1,380, $6.30, $1.81, $33.45
Sentimentneutral

Sentiment: neutral

Topics: DEF 14A, Proxy Statement, MetLife Inc., Corporate Governance, Shareholder Meeting

TL;DR

<b>MetLife Inc. has filed its Definitive Proxy Statement for the period ending June 18, 2024.</b>

AI Summary

METLIFE INC (MET-PF) filed a Proxy Statement (DEF 14A) with the SEC on April 26, 2024. MetLife Inc. filed a Definitive Proxy Statement (DEF 14A) on April 26, 2024. The filing covers the period ending June 18, 2024. The company's fiscal year ends on December 31. MetLife Inc. is incorporated in Delaware. The company's principal executive offices are located at 200 Park Avenue, New York, NY 10166.

Why It Matters

For investors and stakeholders tracking METLIFE INC, this filing contains several important signals. This filing is a standard regulatory requirement for publicly traded companies, providing shareholders with information regarding upcoming meetings and voting matters. Shareholders can review executive compensation, board nominations, and other corporate governance details relevant to their investment.

Risk Assessment

Risk Level: low — METLIFE INC shows low risk based on this filing. The filing is a routine DEF 14A, indicating standard corporate governance and shareholder communication processes, with no immediate financial or operational red flags.

Analyst Insight

Review the proxy statement for details on executive compensation, board proposals, and any shareholder voting matters to understand potential impacts on corporate strategy and governance.

Key Numbers

  • 2024-04-26 — Filing Date (DEF 14A)
  • 2024-06-18 — Period of Report (DEF 14A)
  • 1231 — Fiscal Year End (Company Data)
  • 0001099219 — Central Index Key (Company Data)
  • 001-15787 — SEC File Number (Filing Values)

Key Players & Entities

  • METLIFE INC (company) — Filer
  • 200 PARK AVENUE (location) — Business Address
  • NEW YORK (location) — Business Address City
  • NY (location) — Business Address State
  • 10166 (location) — Business Address Zip
  • DE (location) — State of Incorporation

FAQ

When did METLIFE INC file this DEF 14A?

METLIFE INC filed this Proxy Statement (DEF 14A) with the SEC on April 26, 2024.

What is a DEF 14A filing?

A DEF 14A is a definitive proxy statement sent to shareholders before annual meetings, covering executive compensation, board nominations, and shareholder votes. This particular DEF 14A was filed by METLIFE INC (MET-PF).

Where can I read the original DEF 14A filing from METLIFE INC?

You can access the original filing directly on the SEC's EDGAR system. The filing is publicly available and includes all exhibits and attachments submitted by METLIFE INC.

What are the key takeaways from METLIFE INC's DEF 14A?

METLIFE INC filed this DEF 14A on April 26, 2024. Key takeaways: MetLife Inc. filed a Definitive Proxy Statement (DEF 14A) on April 26, 2024.. The filing covers the period ending June 18, 2024.. The company's fiscal year ends on December 31..

Is METLIFE INC a risky investment based on this filing?

Based on this DEF 14A, METLIFE INC presents a relatively low-risk profile. The filing is a routine DEF 14A, indicating standard corporate governance and shareholder communication processes, with no immediate financial or operational red flags.

What should investors do after reading METLIFE INC's DEF 14A?

Review the proxy statement for details on executive compensation, board proposals, and any shareholder voting matters to understand potential impacts on corporate strategy and governance. The overall sentiment from this filing is neutral.

How does METLIFE INC compare to its industry peers?

MetLife Inc. operates in the life insurance industry, a sector characterized by regulatory oversight and sensitivity to economic conditions.

Are there regulatory concerns for METLIFE INC?

As a life insurance company, MetLife Inc. is subject to various state and federal regulations governing financial solvency, consumer protection, and market conduct.

Industry Context

MetLife Inc. operates in the life insurance industry, a sector characterized by regulatory oversight and sensitivity to economic conditions.

Regulatory Implications

As a life insurance company, MetLife Inc. is subject to various state and federal regulations governing financial solvency, consumer protection, and market conduct.

What Investors Should Do

  1. Review the full DEF 14A filing for detailed information on executive compensation packages.
  2. Examine the proposals to be voted on at the shareholder meeting, including any director elections or bylaw amendments.
  3. Assess any shareholder proposals and the company's recommendation on how to vote.

Key Dates

  • 2024-04-26: Filing Date — Filing of Definitive Proxy Statement (DEF 14A)

Year-Over-Year Comparison

This is a DEF 14A filing, which is a routine disclosure for public companies and does not represent a change from previous filings of the same type.

Filing Stats: 4,407 words · 18 min read · ~15 pages · Grade level 13.9 · Accepted 2024-04-26 16:38:49

Key Financial Figures

  • $5,099 — to MetLife, Inc.'s common shareholders $5,099 $1,380 Net income (loss) available to
  • $1,380 — Life, Inc.'s common shareholders $5,099 $1,380 Net income (loss) available to MetLife
  • $6.30 — n shareholders per diluted common share $6.30 $1.81 Return on MetLife, Inc.'s common
  • $1.81 — eholders per diluted common share $6.30 $1.81 Return on MetLife, Inc.'s common stock
  • $33.45 — 15.3% 5.4% Book value per common share $33.45 $35.85 Expense ratio 16.2% 18.7% Rati
  • $35.85 — .4% Book value per common share $33.45 $35.85 Expense ratio 16.2% 18.7% Ratio of ne
  • $1,655 — rnings available to common shareholders $1,655 $1,708 $1,282 $840 $265 $733 ($958) 1
  • $1,708 — available to common shareholders $1,655 $1,708 $1,282 $840 $265 $733 ($958) 1 RIS re
  • $1,282 — le to common shareholders $1,655 $1,708 $1,282 $840 $265 $733 ($958) 1 RIS refers to
  • $840 — ommon shareholders $1,655 $1,708 $1,282 $840 $265 $733 ($958) 1 RIS refers to Reti
  • $265 — shareholders $1,655 $1,708 $1,282 $840 $265 $733 ($958) 1 RIS refers to Retiremen
  • $733 — eholders $1,655 $1,708 $1,282 $840 $265 $733 ($958) 1 RIS refers to Retirement and
  • $958 — rs $1,655 $1,708 $1,282 $840 $265 $733 ($958) 1 RIS refers to Retirement and Incom
  • $600.8 Billion — No. 54 on the 2023 FORTUNE 500 list $600.8 Billion in total assets under management 2 $
  • $5.6 Billion — n in total assets under management 2 $5.6 Billion Core 3 Adjusted Earnings 1 $30.0 Bill

Filing Documents

Executive Compensation Highlights

Executive Compensation Highlights 14 Executive Pay for Performance 14 Consistent Support for Exec utive Compensation Program 14 Sustainability Highlights 15 Living Its Purpose 15 Select Highlights 16 Select Awards and Recognition 17 Commitments 17 Corporate Governance Highlights 18 Sha r eholder Engagement 20 Experienced and Diverse Board 21 Corporate Governance Proposal 1 Election of Directors 24 Director Nominees 25 Information About the Board of Directors 38 Corporate Governance Framework 38 F oun dat ional Documents 38 Corporate Governance Guide lines 38 Board Composition 39 Board Leadership Structure 39 Independent Oversight of Management 40 Independent Oversight of Outside Consultants 40 Director Succession and Nomination Process 42 Retiring Directors 44 Board Refreshment 44 D irec t or Orientation 45 Board, Committee, and Director Evaluations 46 Continuing Director Education 47 Other Board Commitments 47 Changes to Principal Occupation or Primary Business Association 47 Board's Primary Role and Responsibilities 48 Strategy and Business Oversight 48 Management Succession Planning Oversight 48 Risk Oversight 48 Corporate Governance Oversight 50 Cybersecurity Oversight 50 Sustainability Oversight 51 Board and Committee Meetings 54 Board Committees 55 Shareholder Engagement 63 Communications with the Company's Directors 64 Procedures for Reviewing Related Person Transactions 64 Related Person Transactions 65 Compensation Committee Interlocks and Insider Participation 65 Codes of Conduct 65 Director Indemnity Plan 66 Insider Trading Prohibited 66 Hedging and Pledging Prohibited 66 Director Share Ownership Guidelines 66 Director Compensation in 2023 67 Audit Matters Proposal 2 Ratification of Appointment of the Independent Auditor 69 Independent Auditor's Fees for 2023 and 2022 71 Audit Committee Report 72

Executive Compensation

Executive Compensation Proposal 3 Advisory Vote to Approve the Compensation Paid to the Company's Named Executive Officers 74 Compensation Committee Report 75 Compensation Discussion and Analysis 76 Key Highlights 77 MetLife's Compensation Committee Continued to Link Pay and Performance by 77 Overview of Compensation Program 78 How did we perform? 79 MetLife's Next Horizon Strategy 79 Highlights of Business Results 79 4 2023 Business Results 79 2023 Core Performance Versus 2023 Business Plan 81 2023 Business Plan Versus 2022 Core Performance 81 H ighlights of Executive Performance and Compensation 81 D iscussion and Compensation for 2023 81 C ompensation for 2023 Performance 82 Aspects of Executive Performance 83 What are our executive compensation practices? 90 Compensation Philosophy and Objectives 90 Key Features of MetLife's Executive Compensation Program 90 202 4 Say-on-Pay Vote and Shareholder Engagement 91 Components of Compensation and Benefits 91 Determining Total Compensation for 2023 Performance 93 How did we compensate our CEO and other Named Executive Officers? 94 Base Salary 94 Annual Incentive Awards 94 Stock-Based Long-Term Incentives 96 Retirement and Other Benefits 99 Perquisites 101 Potential Termination Payments 101 How do we review compensation against peer companies? 103 Comparator Group and Performance Share TSR Peer Group 105 How do we manage risk related to our compensation program? 106 Risk Management 106 Executive Share Ownership 107 Stock-Based Award Timing Practices 107 Tax Considerations 107 Accounting Considerations 107 Summary Compensation Table 108 Grants of Plan-Based Awards in 2023 113 Outstanding Equity Awards at 2023 Fiscal Year-End 115 Option Exercises and Stock Vested in 2023 117 Pension Benefits at 2023 Fiscal Year-End 118 Nonqualified Deferred Compensation at 2023 Fiscal Year - End 121 Potentia

Security Ownership Information

Security Ownership Information 148

Security Ownership of Directors and Executive Officers

Security Ownership of Directors and Executive Officers 148 Delinquent Section 16(a) Reports 149

Security Ownership of Certain Beneficial Owners

Security Ownership of Certain Beneficial Owners 149 O ther Information 150 Information About the Annual Meeting, Proxy Voting, and the Board of Directors 150 Additional Information 154 Appendix A — Compensation Discussion and Analysis Supplementary Information A- 1 Appendix B — Non-GAAP and Other Financial Disclosures B- 1 Appendix C — 2025 Stock and Incentive Compensation Plan C- 1 2024 PROXY STATEMENT 5 A Note About Financial Measures In this Proxy Statement, MetLife, Inc. (including its corporate affiliates, where applicable, MetLife or the Company ) presents certain measures of its performance that are not calculated in accordance with accounting principles generally accepted in the United States of America ( GAAP ). You should not view these Non-GAAP financial measures as substitutes for the most directly comparable financial measures calculated in accordance with GAAP: ($ in millions, except per share data and as otherwise indicated) 2021 1 2022 1 2023 Net income (loss) available to MetLife, Inc.'s common shareholders $5,099 $1,380 Net income (loss) available to MetLife, Inc.'s common shareholders per diluted common share $6.30 $1.81 Return on MetLife, Inc.'s common stockholder equity 15.3% 5.4% Book value per common share $33.45 $35.85 Expense ratio 16.2% 18.7% Ratio of net cash provided by operating activities (parent company only) to consolidated net income (loss) available to MetLife, Inc.'s common shareholders 56% 87% 303% 1 Amounts for 2021 and 2022 have been restated to reflect the adoption of the Long-Duration Targeted Improvements ( LDTI ) accounting standard. 2023 ($ in millions) Group Benefits RIS 1 Asia Latin America EMEA 2 MetLife Holdings Corporate & Other Adjusted earnings available to common shareholders $1,655 $1,708 $1,282 $840 $265 $733 ($958) 1 RIS refers to Retirement and Income Solutions. 2 EMEA refers to Europe, the Middle East, and Africa. This Proxy Statement contains references

Executive Compensation Highlights

Executive Compensation Highlights Executive Pay for Performance The Company maintained its pay for performance practices in 2023. The vast majority of the Total Compensation 1 for 2023 for the individuals listed in the Summary Compensation Table (the Named Executive Officers or NEOs ) was variable and depended on performance. MetLife's compensation design continues to align its executives and other senior management with the creation of shareholder value. Each Named Executive Officer's Total Compensation primarily depends directly on share value and performance, and 70% of the stock-based long-term incentives ( LTI ) granted depends on performance against Business Plan 2 goals and Total Shareholder Return ( TSR ) relative to peers. Named Executive Officers Total Compensation for 2023 n Fixed Salary n LTI (vests over three years; realized value may differ) n Annual Cash Incentive n Variable (performance-based) The Compensation Committee continued to link pay and performance. Key highlights of performance the Compensation Committee considered in making Total Compensation decisions for the Named Executive Officers, and how it aligned those decisions with performance, are described in the Compensation Discussion and Analysis . 1 Total Compensation with respect to a year, refers to the total of base salary earnings during the year, the MetLife Annual Variable Incentive Plan ( AVIP ) annual incentive awards for performance in that year, and LTI awards in consideration of performance in that year and potential for future contributions. Items such as sign-on payments and others that the Compensation Committee recommends, which are not determined under the Company's general executive compensation framework, are not included. Retirement benefits, medical programs, and potential termination payments are also not included. 2 MetLife crafts its business plan ( Business Plan ) to set its targets, goals, and expectations for the year, and uses it for the Company's plan

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