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The following is an excerpt from a DEF 14A SEC Filing, filed by METLIFE INC on 3/22/2013.
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METLIFE INC - DEF 14A - 20130322 - SECURITY_OWNERS

Security Ownership of Directors and Executive Officers

 

 

The table below shows the number of MetLife equity securities beneficially owned by each of the Directors and Named Executive Officers of MetLife and all the Directors and Executive Officers, as a group. Other than as disclosed in note (6) below, information reported in this table is given as of March 1, 2013.

Securities beneficially owned include securities held in each Director’s or Executive Officer’s name, securities held by a broker for the benefit of the Director or Executive Officer, securities which the Director or Executive Officer could acquire within 60 days (as described in notes (3) and (4) below), securities held indirectly in the Savings and Investment Plan and other securities for which the Director or Executive Officer may directly or indirectly have or share voting power or investment power (including the power to direct the disposition of the securities). Other than as disclosed below, as of March 1, 2013, none of the Directors or Executive Officers of the Company beneficially owned the Company’s Floating Rate Non-Cumulative Preferred Stock, Series A, 6.50% Non-Cumulative Preferred Stock, Series B ( Series B Preferred Stock ) or Common Equity Units.

 

     Common Stock  

Name

   Amount and
Nature of
Beneficial
Ownership
(1)(2)(3)(4)
     Percent of
Class
 

Steven A. Kandarian

     557,635         *   

Sylvia Mathews Burwell

     19,684         *   

Steven J. Goulart

     96,418         *   

Cheryl W. Grisé

     11,604         *   

Carlos M. Gutierrez

     —           *   

John C.R. Hele

     —           *   

R. Glenn Hubbard

     25,871         *   

John M. Keane

     27,456         *   

Alfred F. Kelly, Jr.

     11,488         *   

Michel Khalaf

     20,634         *   

James M. Kilts(5)

     6,256         *   

Catherine R. Kinney

     20,167         *   

Hugh B. Price

     18,111         *   

David Satcher

     4,948         *   

Kenton J. Sicchitano

     29,358         *   

Eric T. Steigerwalt

     139,552         *   

Lulu C. Wang

     15,282         *   

William J. Wheeler

     612,534         *   

Board of Directors of MetLife, but not in each Director’s individual capacity(6)

     201,024,039         18.4

All Directors and Executive Officers, as a group(7)

     1,887,420         *   

 

*

Number of Shares represents less than one percent of the number of Shares outstanding at March 1, 2013.

 

(1)

Each Director and Named Executive Officer has sole voting and investment power over the Shares shown in this column opposite his or her name, except as indicated in notes (2), (3) and (4) below.

 

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(2)

Includes Shares held by the MetLife Policyholder Trust allocated to the Directors and Named Executive Officers in their individual capacities as beneficiaries of the trust, as follows:

 

Name

   Shares Held in
Policyholder
Trust
    

Name

   Shares Held in
Policyholder
Trust
    

Name

   Shares Held in
Policyholder
Trust
 

Hugh B. Price

     10      

David Satcher

     260      

William J. Wheeler

     10   

Directors and Executive Officers as of March 1, 2013, as a group, were allocated 280 Shares as beneficiaries of the MetLife Policyholder Trust in their individual capacities. The beneficiaries have sole investment power and shared voting power with respect to such Shares. Note (6) below describes additional beneficial ownership attributed to the Board of Directors as an entity, but not to any Director in an individual capacity, of Shares held by the MetLife Policyholder Trust.

 

(3)

Includes Shares that are subject to options which were granted under the 2000 Directors Stock Plan, the 2000 Stock Plan or the 2005 Stock Plan and are exercisable within 60 days of March 1, 2013. The number of such options held by individual Directors and Named Executive Officers is shown in the following table:

 

Name

  Number of
Options
Exercisable
within 60 Days
   

Name

  Number of
Options
Exercisable
within 60 Days
   

Name

  Number of
Options
Exercisable
within 60 Days
 

Steven A. Kandarian

    546,209     

John M. Keane

    1,210     

Kenton J. Sicchitano

    1,536   

Sylvia Mathews Burwell

    553     

Michel Khalaf

    15,634     

Eric T. Steigerwalt

    121,150   

Steven J. Goulart

    87,734     

Hugh B. Price

    2,588     

William J. Wheeler

    594,367   

Cheryl W. Grisé

    178           

All Directors and Executive Officers as of March 1, 2013, as a group, held 1,609,470 options exercisable within 60 days of March 1, 2013.

 

(4)

Includes Shares deferred under the Company’s nonqualified deferred compensation program ( Deferred Shares ) that the Director or Executive Officer could acquire within 60 days of March 1, 2013, such as by ending employment or service as a Director, or by taking early distribution of the Shares with a 10% reduction as described on page 71. The number of such Deferred Shares held by individual Directors and Named Executive Officers is shown in the following table:

 

Name

  Number of
Deferred
Shares
That Can Be
Acquired
within 60 Days
   

Name

  Number of
Deferred
Shares
That Can Be
Acquired
within 60 Days
   

Name

  Number of
Deferred
Shares
That Can Be
Acquired
within 60 Days
 

Sylvia Mathews Burwell

    11,906     

John M. Keane

    22,722     

Catherine R. Kinney

    9,081   

Cheryl W. Grisé

    6,590     

Alfred F. Kelly, Jr.

    2,510     

Hugh B. Price

    15,235   

R. Glenn Hubbard

    18,093     

James M. Kilts

    5,742     

David Satcher

    3,390   

Does not include Deferred Shares to the extent the Company would delay payment in order to comply with Section 409A, as described on page 71. All Directors and Executive Officers as of March 1, 2013, as a group, held 98,532 Deferred Shares that could be acquired within 60 days of March 1, 2013.

 

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(5)

Mr. Kilts also beneficially owns and has sole voting and investment power over 145 shares of Series B Preferred Stock. Such ownership interest represents less than 1% of the number of Series B Preferred Stock outstanding as of March 1, 2013. Holders of Series B Preferred Stock do not vote in the election of Directors, and otherwise have limited voting rights.

 

(6)

This information is given as of February 26, 2013. The Board of Directors of MetLife, as an entity, but not any Director in his or her individual capacity, is deemed to beneficially own the Shares held by the MetLife Policyholder Trust because the Board will direct the voting of those Shares on certain matters submitted to a vote of shareholders. This number of Shares deemed owned by the Board of Directors is reflected in Amendment No. 52 to Schedule 13D referred to below under the heading “Security Ownership of Certain Beneficial Owners” on page 80.

 

(7)

Does not include Shares held by the MetLife Policyholder Trust that are beneficially owned by the Board of Directors, as an entity, as described in note (6), but includes the Shares allocated to the Directors in their individual capacities, as described in note (2). Includes 1,609,470 Shares that are subject to options that are exercisable, and 98,532 Deferred Shares that could be acquired, within 60 days of March 1, 2013, by all Directors and Executive Officers of the Company, as a group, as of March 1, 2013, as described in notes (3) and (4), respectively.

Deferred Shares Not Beneficially Owned and Deferred Share Equivalents

Deferred Shares that could not be acquired within 60 days of March 1, 2013 are not considered beneficially owned. Deferred cash compensation or auxiliary benefits measured in Share value ( Deferred Share Equivalents ) are also not deemed beneficially owned because their payment is not made in Shares. Each, however, aligns the Directors’ and Named Executive Officers’ interests with the interests of the Company’s shareholders since the value of Deferred Shares and Deferred Share Equivalents depends upon the price of Shares. The table below sets forth information on Deferred Shares that could not be acquired within 60 days and Deferred Share Equivalents, as of March 1, 2013, for Directors and Named Executive Officers serving as Executive Officers as of March 1, 2013.

 

Name

   Deferred Shares
Not Beneficially Owned
and/or Deferred Share  Equivalents
 

Steven A. Kandarian

     100,545   

Sylvia Mathews Burwell

     6,896   

Cheryl W. Grisé

     16,132   

R. Glenn Hubbard

     6,409   

Alfred F. Kelly, Jr.

     10,039   

James M. Kilts

     26,188   

Hugh B. Price

     38,026   

David Satcher

     15,161   

William J. Wheeler

     206,672   

Section 16(a) Beneficial Ownership Reporting Compliance

Section 16(a) of the Exchange Act requires the Company’s Directors, certain officers of the Company, and beneficial owners of more than 10% of the Shares to file with the SEC initial reports of ownership and reports of changes in ownership of Shares and other equity securities of the Company. The Form 3 filed on November 29, 2011 on behalf of the Company’s President, EMEA, Michel Khalaf, inadvertently did not include the 26,250 Unit Options previously granted to him by the Company’s Compensation Committee before he became subject to Section 16(a) reporting requirements. Mr. Khalaf has not yet exercised any of these Unit Options. Based solely upon a review of the filings furnished to the Company during 2012 or written representations that no Form 5 was required, the Company believes that all other filings required to be made by reporting persons were timely made in accordance with the requirements of the Exchange Act.

 

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Security Ownership of Certain Beneficial Owners

 

 

The following person has reported to the SEC beneficial ownership of more than 5% of the Shares:

 

Name and Address of Beneficial Owner

   Amount and
Nature of
Beneficial
Ownership
   Percent of
Class

Beneficiaries of the MetLife Policyholder Trust(1)

   201,024,039    18.4%

c/o Wilmington Trust Company, as Trustee, Rodney Square North, 1100 North Market Street Wilmington, Delaware 19890

     

 

(1)

The Board of Directors of the Company has reported to the SEC that, as of February 19, 2013, it, as an entity, had shared voting power over 201,024,039 Shares held in the MetLife Policyholder Trust. The Board’s report is in Amendment No. 52, filed on February 27, 2013, to the Board’s Schedule 13D. MetLife created the trust when MLIC, a wholly-owned subsidiary of MetLife, converted from a mutual insurance company to a stock insurance company in April 2000. At that time, eligible MLIC policyholders received beneficial ownership of Shares, and MetLife transferred these Shares to a trust, which is the record owner of the Shares. Wilmington Trust Company serves as trustee. The trust beneficiaries have sole investment power over the Shares, and can direct the trustee to vote their Shares on matters identified in the trust agreement that governs the trust. However, the trust agreement directs the trustee to vote the Shares held in the trust on some shareholder matters as recommended or directed by MetLife’s Board of Directors and, on that account, the Board, under SEC rules, shares voting power with the trust beneficiaries and the SEC has considered the Board, as an entity, a beneficial owner under the rules.

 

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Information About the 2013 Annual Meeting and Proxy Voting

 

 

 

The Board is not aware of any matters to be presented for a vote at the 2013 Annual Meeting other than those described in this Proxy Statement. If any other matters properly arise at the meeting, your proxy, together with the other proxies received, will be voted at the discretion of the proxy holders designated on the proxy card.

Attending the 2013 Annual Meeting.

MetLife shareholders of record or their duly appointed proxies are entitled to attend the 2013 Annual Meeting.

Holders of record.     If you are a MetLife shareholder of record and wish to attend the meeting, please so indicate on the proxy card or as prompted by the telephone or Internet voting systems and an admission card will be sent to you. On the day of the meeting, please bring your admission card with you to gain entrance to the MetLife Auditorium on the 23rd floor of MetLife’s offices at 1095 Avenue of the Americas, New York, New York.

Holders in street name.     Beneficial owners whose Shares are held in street name in a stock brokerage account or by a bank or other nominee also are entitled to attend the meeting. However, because the Company may not have evidence that you are a beneficial owner, you will need to bring proof of your ownership to be admitted to the meeting. A recent statement or letter from the record owner (your bank, broker or other nominee) confirming your beneficial ownership would be acceptable proof.

Shares outstanding and holders of record entitled to vote at the 2013 Annual Meeting.

There were 1,096,799,341 Shares outstanding as of the March 1, 2013 record date. Each of those Shares is entitled to one vote on each matter to be voted on at the 2013 Annual Meeting.

All holders of record of Shares at the close of business on the March 1, 2013 record date are entitled to vote at the 2013 Annual Meeting.

Your vote is important.

Whether or not you plan to attend the 2013 Annual Meeting, please take the time to vote your Shares as soon as possible. If you wish to return your completed proxy card by mail, the Company has included a

postage-paid, pre-addressed envelope for your convenience. You also may vote your Shares on the Internet or by using a toll-free telephone number (see the proxy card for complete instructions).

Voting your Shares.

Holders of record.     If you are a shareholder of record or a duly appointed proxy of a shareholder of record, you may vote by:

 

 

attending the 2013 Annual Meeting and voting in person;

 

 

mailing your proxy card so that it is received by MetLife, c/o Computershare Investor Services, P.O. Box 43102, Providence, RI 02940-5068, prior to the 2013 Annual Meeting; or

 

 

voting on the Internet or by telephone no later than 11:59 p.m., Eastern Time, April 22, 2013.

Instructions about these ways to vote appear on your proxy card. If you vote on the Internet or by telephone, please have your proxy card available for reference when you vote.

For shareholders of record, votes submitted by mail, on the Internet or by telephone will be voted by the individuals named on the proxy card in the manner you indicate. If you do not specify how your Shares are to be voted, the proxies will vote your Shares FOR all Proposals.

Holders in street name.     If you are a beneficial owner whose Shares are held in street name and you wish to vote in person at the 2013 Annual Meeting, you will have to contact your bank, broker or other nominee to obtain its proxy. Bring that document with you to the meeting.

As a beneficial owner, you will receive voting instructions from the bank, broker or other nominee that is the shareholder of record of your Shares. You must provide your broker with instructions on how to vote your Shares in order for them to be voted on your behalf on Proposal 1 (election of the Class I and Class II Directors) and Proposal 3 (advisory vote to approve compensation paid to the Company’s Named Executive Officers) as they are considered “non-routine” matters. If you do not instruct your broker how to vote on any of these matters, your Shares will not be voted (a broker non-vote ). See “Tabulation of abstentions and broker

 

 

MetLife 2013 Proxy Statement           81   


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non-votes” on page 83 for additional details. Contact your bank, broker or other nominee directly if you have questions.

Changing your vote or revoking your proxy after it is submitted.

Holders of record.     You may change your vote or revoke your proxy by:

 

 

signing another proxy card with a later date and returning it so that it is received by MetLife, c/o Computershare Investor Services, P.O. Box 43102, Providence, RI 02940-5068 prior to the 2013 Annual Meeting;

 

 

sending your notice of revocation so that it is received by MetLife, c/o Computershare Investor Services, P.O. Box 43102, Providence, RI 02940-5068 prior to the 2013 Annual Meeting or sending your notice of revocation to MetLife via the Internet at www.investorvote.com/MET no later than 11:59 p.m., Eastern Time, April 22, 2013;

 

 

subsequently voting on the Internet or by telephone no later than 11:59 p.m., Eastern Time, April 22, 2013; or

 

 

attending the 2013 Annual Meeting and voting in person.

Holders in street name.     If you hold your shares in street name in a stock brokerage account or at a bank or other nominee, please contact the brokerage firm, bank or other nominee for instructions on how to change your vote.

Voting by participants in retirement and savings plans.

The Bank of New York Mellon is trustee for the portion of the Savings and Investment Plan for Employees of Metropolitan Life and Participating Affiliates Trust which is invested in the MetLife Company Stock Fund. It is also the trustee of the portion of each of the following plans which is invested in the MetLife Company Stock Fund: the New England Life Insurance Company 401(k) Savings Plan and Trust; the New England Life Insurance Company Agents’ Retirement Plan and Trust; and the New England Life Insurance Company Agents’ Deferred Compensation Plan and Trust. As trustee, it will vote the Shares in these plans in accordance with the voting instructions given by plan participants to the trustee. Instructions on voting appear on the voting instruction form distributed to plan participants. The trustee must receive the voting instructions of a plan participant no later than 6:00 p.m., Eastern Time, April 19, 2013. The trustee will generally vote the Shares held by each plan for which it does not receive voting instructions in the

same proportion as the Shares held by such plan for which it does receive voting instructions.

Voting of Shares held in the MetLife Policyholder Trust.

The beneficiaries of the MetLife Policyholder Trust may direct Wilmington Trust Company, as trustee, to vote their Shares held in the trust on certain matters that are identified in the trust agreement governing the trust, including approval of mergers and contested Directors’ elections. On all other matters, which would include all proposals described in this Proxy Statement that are to be voted on at the 2013 Annual Meeting, the trust agreement directs the trustee to vote the Shares held in the trust as recommended or directed by the Company’s Board of Directors.

Vote required to elect Directors.

Under the Company’s By-laws, as amended by the Board of Directors in February 2013, in an uncontested election, such as the election of Directors at the 2013 Annual Meeting, the vote of a majority of the votes cast with respect to a Director’s election at a meeting at which a quorum is present will determine the election of the Director. In a contested election, where the number of nominees exceeds the number of Directors to be elected, which is not the case for the election of Directors at the 2013 Annual Meeting, the standard for election of Directors would be a plurality of the votes cast with respect to the election, so that the nominees who receive the largest number of votes cast are elected, up to the maximum number of Directors to be elected.

Under Delaware law, a Director holds office until the Director’s successor is elected and qualified or until the Director’s earlier resignation or removal. The Company’s By-Laws provide that, following the certification of the shareholder vote in an uncontested election, such as the election of Directors at the 2013 Annual Meeting, any incumbent Director who is a nominee for election as Director who receives a greater number of votes “against” his or her election than votes “for” his or her election will promptly tender his or her resignation. The Governance and Corporate Responsibility Committee of the Board will promptly consider the offer to resign and recommend to the Board whether to accept or reject it. The Board of Directors will decide within 90 days following certification of the shareholder vote whether to accept or reject the tendered resignation. The Board’s decision and, if applicable, the reasons for rejecting the tendered resignation, will be disclosed in a Current Report on Form 8-K filed with the SEC.

Vote required to approve matters other than the election of Directors.

A majority of the Shares voting will be sufficient to ratify the appointment of Deloitte as MetLife’s independent

 

 

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auditor for 2013 (Proposal 2) and approve the advisory vote to approve the compensation paid to the Company’s Named Executive Officers (Proposal 3).

Tabulation of abstentions and broker non-votes.

If a shareholder abstains from voting as to a particular matter, the shareholder’s Shares will not be counted as voting for or against that matter. If brokers or other shareholders of record return a proxy card indicating that they do not have discretionary authority to vote as to a particular matter, those Shares will not be counted as voting for or against that matter.

If you are a beneficial owner whose Shares are held in street name and you do not submit voting instructions to your broker, your broker may generally vote your Shares in its discretion on routine matters. Proposal 2 is considered routine and may be voted upon by your

broker if you do not submit voting instructions. However, brokers do not have the discretion to vote their clients’ Shares on non-routine matters, unless the broker receives voting instructions from the beneficial shareholder. Proposals 1 and 3 are considered non-routine matters. Consequently, if your Shares are held in street name, you must provide your broker with instructions on how to vote your Shares in order for your Shares to be voted on these Proposals.

Quorum.

To conduct business at the 2013 Annual Meeting, a quorum must be present. A quorum will be present if shareholders of record of one-third or more of the Shares entitled to vote at the meeting are present in person or are represented by proxies. Abstentions and broker non-votes will be counted to determine whether a quorum is present.

 

 

Proposal   Vote Required
(of Shares Voted)
  Effect of
Abstentions
  Effect of Broker
Non-Votes

1. Election of four Class I and four Class II Directors to one-year terms

  Majority(a)   No effect   No effect

2. Ratification of the appointment of Deloitte & Touche LLP as MetLife’s independent auditor for 2013

  Majority   No effect   Not applicable

3. Advisory (non-binding) vote to approve compensation paid to the Named Executive Officers

  Majority   No effect   No effect
(a)

See “Vote required to elect Directors” on page 82.

 

Inspector of Election and confidential voting.

The Board of Directors has appointed IVS Associates, Inc. to act as Inspector of Election at the 2013 Annual Meeting. The Company’s By-Laws provide for confidential voting.

Directors’ attendance at annual meetings.

Directors are expected to attend annual meetings of shareholders, and 11 out of 12 Directors attended the 2012 Annual Meeting.

 

Cost of soliciting proxies for the 2013 Annual Meeting.

The Company has retained Georgeson Inc. to assist with the solicitation of proxies from the Company’s shareholders of record. For these services, the Company will pay Georgeson Inc. a fee of approximately $10,000, plus expenses. The Company also will reimburse banks, brokers or other nominees for their costs of sending the Company’s proxy materials to beneficial owners. Directors, officers or other MetLife employees also may solicit proxies from shareholders in person, or by telephone, facsimile transmission or other electronic means of communication, but will not receive any additional compensation for such services.

 

 

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