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2020 Metlife Proxy

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2020 Metlife Proxy UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 Filed by the Registrant Filed by a Party other than the Registrant Check the appropriate box: Preliminary Proxy Statement Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) Definitive Proxy Statement Definitive Additional Materials Soliciting Material under § 240.14a-12 METLIFE, INC. (Name of Registrant as Specified in Its Charter) Payment of Filing Fee (Check the appropriate box): No fee required Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11 (1) Title of each class of securities to which transaction applies: (2) Aggregate number of securities to which transactions applies: (3) Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the filing fee is calculated and state how it was determined): (4) Proposed maximum aggregate value of transaction: (5) Total fee paid: Fee paid previously with preliminary materials. Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. (1) Amount Previously Paid: (2) Form, Schedule or Registration Statement No.: (3) Filing Party: (4) Date Filed: MetLife, Inc. 200 Park Avenue, New York, NY 10166 April 28, 2020 Fellow Shareholders: I write this letter while working from home, as the country and the world struggle to turn back a global pandemic whose social and economic effects, in the United States and the other countries where MetLife operates, are still largely ahead of us. While we do not yet know the full dimension or duration of these still-emerging public health, social, and economic crises, as Chairman of MetLife I take comfort from the Company’s long institutional experience overcoming crises. One of the ways MetLife will manage now, as it has in the past, is by focusing on the business and the customers, partners, communities, and employees who sustain it. MetLife builds value for shareholders not in isolation from other stakeholders, but with them. The Board’s long-standing and ongoing focus on risk management is proving invaluable as MetLife responds to COVID-19. The Company immediately launched well-rehearsed Business Continuity Plans globally, averting any core operating failures it was within our power to prevent, and transitioned quickly and seamlessly to a work-from-home model for employees in multiple markets. The Company implemented extensive Human Resources actions, including talent balancing and redeployment, to enable a better response to the impacts of COVID-19, and completed a 10-year senior notes offering, ensuring that the Company had more than significant liquidity to weather the crisis. The Board, which has met and will continue to meet virtually and often throughout the crisis, is deeply engaged in reviewing these and other measures as part of the Company’s comprehensive response. Through this moment of crisis, I see MetLife emerging with a renewed confidence in its purpose, its leadership, and its future. As we look toward the future, our CEO Michel Khalaf and senior executive team have been focused on both extending MetLife’s record of consistent execution and launching our Next Horizon strategy. The Company launched this strategy from a position of strength. MetLife’s earnings growth has been healthy, returns on equity have been above the Company’s cost of capital, and strong free cash flow allowed the Company to return roughly $4 billion to shareholders. With its three pillars of “focus, simplify, and differentiate,” and an abiding attention to generating free cash flow, the Next Horizon strategy will help MetLife expand upon the significant improvements it has made in recent years to its risk profile and business mix. At the same time, we continue to look for ways to evolve the Board alongside the business. Last August, we welcomed Mark Weinberger, well known for his transformational leadership over a distinguished career as CEO of EY, who brings financial acumen, global operating experience, and deep insight into the challenges many large global companies face and how to address them. In June, we will say goodbye to Jim Kilts, whose contributions over his 15-year tenure have helped move MetLife onto the strong footing it enjoys today. Even as the refreshment of our Board continues, however, our commitment to diversity, sustainability, and corporate social responsibility remains consistent. MetLife’s Board has historically embraced a diversity of voices, experiences, and perspectives, the results of which are evident in our current composition. Diversity is a key consideration in our succession planning process and in our Board evaluation, as we affirmed in 2019 when searching for Directors and senior executives, including the CEO. The Board is deeply engaged with management on the Company’s diversity initiatives, to ensure MetLife is identifying top talent across all dimensions of diversity, continually developing and improving our diverse workforce, and appropriately supporting our talented employees through inclusive policies and practices. The Company’s global diversity and inclusion community, which includes executive champions, diversity councils, regional councils, and the Diversity Business Resource Networks (DBRNs), enables the engagement of 20,000 employees in championing diversity and inclusion across the Company. DBRNs offer peer support and career development resources for all employees, including women, veterans, people with different abilities, LGBTQ individuals, working families, and multicultural and young professionals. MetLife sponsors seven such networks through 43 chapters around the world. In August, Michel also signed the Business Roundtable’s new Statement on the Purpose of the Corporation, which echoes publicly the principles that have long guided MetLife’s approach to sustainability. I began this letter by noting the sudden, breathtaking challenge this pandemic presents to the health of our employees, our communities, and the global economy. Let me close on a more hopeful – and what I believe will be a more enduring – note. Over the long-term – and 152 years certainly qualifies as the long-term – a successful business must become much, much more than its income statement at any given moment. Under this management team and Board, supported by MetLife’s talented, committed, and engaged employees around the world, I am confident that the Company’s focus on all of its stakeholders, the communities in which it operates, and the purpose it serves in the world, will bear the Company through this challenge as well. I look forward to sharing highlights of that story with you a year from now. Sincerely, R. Glenn Hubbard Chairman of the Board MetLife, Inc. NOTICE OF ANNUAL MEETING OF SHAREHOLDERS Place: 200 Park Avenue New York, New York ITEMS OF BUSINESS: 10166 1. The election of 12 Directors named in the Proxy Statement, each for a one-year term; Date: 2. The ratification of the appointment of Deloitte & Touche LLP as June 16, 2020 MetLife, Inc.’s independent auditor for 2020; 3. An advisory (non-binding) vote to approve the compensation paid to Time: MetLife, Inc.’s Named Executive Officers; and 2:30 p.m., Eastern Time 4. Such other matters as may properly come before the meeting. Record Date: April 23, 2020 Information about the matters to be acted upon at the meeting is contained in the accompanying Proxy Statement. MetLife, Inc. common stock shareholders of record at the close of business on April 23, 2020 will be entitled to vote at the meeting or any adjournment or postponement thereof. We are monitoring coronavirus (COVID-19) developments and the related recommendations and protocols issued by public health authorities and federal, state, and local governments. If we determine necessary, we will announce alternative arrangements for the Annual Meeting, which may include a change in venue or holding the meeting solely by means of remote communication. We will announce any such change and the details on how to participate by press release, which will be available on our website at https://investor.metlife.com, and filed with the Securities and Exchange Commission as additional proxy materials. Please check our website in advance of the meeting date if you are planning to attend in person. We retain the right, as always, to postpone or adjourn the meeting. By Order of the Board of Directors, Jeannette N. Pina Vice President and Secretary New York, New York April 28, 2020 Important Notice Regarding the Availability of Proxy Materials for the Shareholder Meeting to be Held on June 16, 2020: The accompanying Proxy Statement, the MetLife, Inc. 2019 Annual Report to Shareholders, and the Letter to Shareholders are available at www.proxyvote.com. The directions to the location of the 2020 annual meeting of shareholders are available at https://investor.metlife.com under “Quick Links.” Table of Contents 2020 Proxy Statement PROXY STATEMENT This Proxy Statement contains information about the 2020 annual meeting of shareholders (Annual Meeting) of MetLife, Inc. (including its corporate affiliates, where applicable, MetLife or the Company). The Company is providing proxy materials to solicit proxies on behalf of the MetLife Board of Directors (the Board of Directors or the Board). It is sending certain shareholders a Notice of Internet Availability of Proxy Materials (Notice) on or about April 29, 2020. The Notice includes instructions on how to access the Proxy Statement, 2019 Annual Report to Shareholders, and Letter to Shareholders online. Shareholders who have previously requested a printed or electronic copy of the proxy materials will continue to receive such a copy of the proxy materials, which will be sent on or about April 29, 2020.
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