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o | Preliminary Proxy Statement | |
o | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) | |
x | Definitive Proxy Statement | |
o | Definitive Additional Materials | |
o | Soliciting Material Pursuant to §240.14a-12 |
x | No fee required. | |
o | 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 transaction 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: | ||
o | Fee paid previously with preliminary materials. | |
o | 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: | ||
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(4) | Date Filed: | ||
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Sincerely yours, | |
Robert H. Benmosche | |
Chairman of the Board |
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1. | The election of four Class I Directors; | |
2. | The ratification of the appointment of Deloitte & Touche LLP as MetLife’s independent auditor for the year ending December 31, 2006; and | |
3. | Such other matters as may properly come before the meeting. |
By Order of the Board of Directors, | |
Gwenn L. Carr | |
Senior Vice President and Secretary |
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1. | The election of four nominees to serve as Class I Directors. | |
2. | The ratification of the appointment of an independent auditor to audit the Company’s financial statements for the year ending December 31, 2006. |
• | If you are a shareholder of record or a duly appointed proxy of a shareholder of record, you may attend the meeting and vote in person. However, if your shares are held in the name of a bank, broker or other nominee, and you wish to vote in person, you will have to contact your bank, broker or other nominee to obtain its proxy. Bring that document with you to the meeting. |
• | Shareholders of record may also vote their shares by mail, on the Internet or by telephone. Voting on the Internet or by telephone will be available through 11:59 p.m. Eastern Daylight Time on April 24, 2006. |
• | 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. |
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• | Votes submitted by mail, telephone or on the Internet 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 the election of the Class I Directors and FOR the ratification of the appointment of Deloitte & Touche LLP as MetLife’s independent auditor for 2006. |
• | signing another proxy card with a later date and returning it so that it is received by MetLife, Inc., c/o Mellon Investor Services, P.O. Box 3510, South Hackensack, NJ 07606-9210 prior to the 2006 Annual Meeting; |
• | sending your notice of revocation so that it is received by MetLife, Inc., c/o Mellon Investor Services, P.O. Box 3510, South Hackensack, NJ 07606-9210 prior to the 2006 Annual Meeting or sending your notice of revocation to MetLife via the Internet athttp://www.proxyvoting.com/meton or before 11:59 p.m. Eastern Daylight Time on April 24, 2006; |
• | subsequently voting on the Internet or by telephone prior to 11:59 p.m. Eastern Daylight Time on April 24, 2006; or |
• | attending the 2006 Annual Meeting and voting in person. |
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Shareholder communications to the Board of Directors. | |||||
Communications from shareholders to individual Directors or to the Board of Directors may be submitted by writing to the address set forth to the right. | The Board of Directors MetLife, Inc. One MetLife Plaza 27-01 Queens Plaza North Long Island City, NY 11101-4007 Attention: Corporate Secretary | ||||
The communication should state that it is from a MetLife shareholder. The Corporate Secretary of MetLife may require reasonable evidence that the communication or other submission is, in fact, from a MetLife shareholder before transmitting it to the Board of Directors. | |||||
The Non-Management Directors | |||||
Communications to the Non-Management Directors. | MetLife, Inc. | ||||
Communications to the Non-Management Directors may be submitted by writing to the address set forth to the right. | One MetLife Plaza 27-01 Queens Plaza North Long Island City, NY 11101-4007 Attention: Corporate Secretary | ||||
Communications directly to the Audit Committee. | Audit Committee MetLife, Inc. One MetLife Plaza 27-01 Queens Plaza North Long Island City, NY 11101-4007 Attention: Corporate Secretary | ||||
Communications to the Audit Committee regarding accounting, internal accounting controls or auditing matters may be submitted: | |||||
• by sending a written communication to the address set forth to the right, or | |||||
• by stating the communication in a call to the MetLife Compliance and Fraud Hotline (1-800-462-6565) and identifying the communication as intended for the Audit Committee, or | |||||
• by sending the communication in an e-mail message to the Company’s Special Investigation Unit atsiuline@metlife.com and identifying the communication as intended for the Audit Committee. | |||||
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2005 | 2004 | |||||||
Audit Fees(2) | $ | 46.6 million | $ | 32.8 million | ||||
Audit-Related Fees(3) | 10.8 million | 8.4 million | ||||||
Tax Fees(4) | 1.9 million | 1.4 million | ||||||
All Other Fees(5) | 0.2 million | 0.1 million |
(1) | The fees shown in the table include fees billed to Reinsurance Group of America, Incorporated, a publicly traded company and majority-owned subsidiary of MetLife, Inc. Such fees in fiscal years 2004 and 2005 were approved by the Audit Committee of MetLife, Inc. The table also includes fees for audit services Deloitte provided to the Travelers Life and Annuity Businesses that were acquired from Citigroup on July 1, 2005 (the“Travelers Entities”) following the Company’s acquisition of the Travelers Entities. |
(2) | Fees for services to perform an audit or review in accordance with auditing standards of the PCAOB and services that generally only the Company’s independent auditor can reasonably provide, such as comfort letters, statutory audits, attest services, consents and assistance with and review of documents filed with the SEC. |
(3) | Fees for assurance and related services that are traditionally performed by the Company’s independent auditor, such as audit and related services for employee benefit plan audits, due diligence related to mergers and acquisitions (including related to the acquisition of the Travelers Entities), accounting consultations and audits in connection with proposed or consummated acquisitions (including related to the acquisition of the Travelers Entities), internal control reviews, attest services not required by statute or regulation, and consultation concerning financial accounting and reporting standards. |
(4) | Fees for tax compliance, consultation and planning services. Tax compliance generally involves preparation of original and amended tax returns, claims for refunds and tax payment planning services. Tax consultation and tax planning encompass a diverse range of services, including assistance in connection with tax audits and filing appeals, tax advice related to mergers and acquisitions, advice related to employee benefit plans and requests for rulings or technical advice from taxing authorities. |
(5) | De minimis fees for other types of permitted services. |
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• | Financial Literacy. Such person should be “financially literate” as such qualification is interpreted by the Company’s Board of Directors in its business judgment. |
• | Leadership Experience. Such person should possess significant leadership experience in business, finance, accounting, law, education or government, and should possess qualities reflecting a proven record of accomplishment and an ability to work with others. |
• | Commitment to the Company’s Values. Such person shall be committed to promoting the financial success of the Company and preserving and enhancing the Company’s reputation as a leader in American business and shall be in agreement with the values of the Company as embodied in its codes of conduct. |
• | Absence of Conflicting Commitments. Such person should not have commitments that would conflict with the time commitments of a Director of the Company. |
• | Reputation and Integrity. Such person shall be of high repute and recognized integrity and not have been convicted in a criminal proceeding or be named a subject of a pending criminal proceeding (excluding traffic violations and other minor offenses). Such person shall not have been found in a civil proceeding to have violated any federal or state securities or commodities law, and shall not be subject to any court or regulatory order or decree limiting his or her business activity, including in connection with the purchase or sale of any security or commodity. |
• | Other Factors. Such person shall have other characteristics considered appropriate for membership on the Board of |
Directors, including significant experience and accomplishments, an understanding of business and finance, sound business judgment, and an appropriate educational background. |
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• | is directly responsible for the appointment, compensation, retention and oversight of the work of the Company’s independent auditor; |
• | assists the Board in fulfilling its responsibility to oversee the Company’s accounting and financial reporting processes, the adequacy of the Company’s internal control over financial reporting and the integrity of its financial statements; |
• | pre-approves all audit and non-audit services to be provided by the independent auditor, reviews reports concerning significant legal and regulatory matters, discusses the Company’s guidelines and policies with respect to the process by which the Company undertakes risk management and risk assessment, and reviews the performance of the Company’s internal audit function; |
• | discusses with management, the General Auditor and the independent auditor the Company’s filings on Forms 10-K and 10-Q and the financial information in those filings; |
• | prepares an annual report to the shareholders for presentation in the Company’s proxy statement, the 2006 report being presented on page 21 of this Proxy Statement; and |
• | has the authority to obtain advice and assistance from, and to receive appropriate funding from the Company for the retention of, outside counsel and other advisors as the Audit Committee deems necessary to carry out its duties. |
• | assists the Board in fulfilling its responsibility to oversee the compensation and benefits of the Company’s executive officers and other employees of the MetLife enterprise and prepares an annual report on executive compensation for inclusion in the Company’s proxy statement, the 2006 report being presented on page 23 of this Proxy Statement; |
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• | approves the goals and objectives relevant to the Chief Executive Officer’s total compensation, evaluates the Chief Executive Officer’s performance in light of such goals and objectives, and endorses, for approval by the Independent Directors, the Chief Executive Officer’s total compensation level based on such evaluation; |
• | reviews and recommends approval by the Board of Directors of the other executive officers’ total compensation, including their base salaries and annual and long-term incentive compensation; and |
• | has sole authority to retain and approve the terms of the retention of any compensation consultants and other compensation experts in connection with the compensation of the Chief Executive Officer and other senior executive officers. |
• | assists the Board by identifying individuals qualified to become members of the Board, consistent with the criteria established by the Board, developing and recommending corporate governance guidelines to the Board, overseeing MetLife’s financial policies and strategies, capital structure and dividend policies, and overseeing MetLife’s internal risk management function; |
• | recommends policies and procedures regarding shareholder nomination of Director candidates and regarding communication with Non-Management Directors; and |
• | has other duties and responsibilities, including recommending the appointment of Directors to serve as the Chairs and members of the Committees of the Board, overseeing the evaluation of the Board and reviewing the compensation and benefits of the Board of Directors and recommending modifications thereof as may be appropriate. |
• | oversees the Company’s charitable contributions, public benefit programs and other corporate responsibility matters, reviewing, in this regard, the Company’s goals and strategies for its contributions in support of health, education, civic affairs, culture and similar purposes, and its social investment program in which loans and other investments are made to support affordable housing, community, business and economic development and health care services for low and moderate income communities; |
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• | reviews the Company’s goals and strategies concerning legislative and regulatory initiatives that impact the interests of the Company; and |
• | annually reviews and recommends the Company’s charitable contribution budget to the Board of Directors for its approval. |
• | oversees compliance matters concerning the sale or marketing of insurance products to individuals and institutions by MetLife’s subsidiaries; |
• | reviews policies and procedures with respect to sales practices compliance matters; |
• | reviews audit plans and budgets for sales office audits prepared by the Corporate Ethics and Compliance Department related to sales practices compliance matters; and |
• | receives and reviews reports concerning activities related to sales practices compliance matters, including reports from the leadership of the Corporate Ethics and Compliance Department concerning allegations of fraud and misconduct and unethical business practices and reports of any significant investigations by governmental authorities. |
• | oversees the investment activities of MLIC and certain of its subsidiaries; |
• | at the request of MetLife, also oversees the management of investment assets of MetLife and certain of MetLife’s subsidiaries and, in connection therewith, reviews reports from the investment officers on the investment activities and performance of the investment portfolio of such companies and submits reports about such activities and performance to MetLife; |
• | authorizes designated investment officers, within specified limits and guidelines, to make and sell investments for MLIC’s General Account and Separate Accounts consistent with applicable laws and regulations and applicable standards of care; |
• | reviews reports from the investment officers regarding the conformity of investment activities with the Committee’s general authorizations, applicable laws and regulations and applicable standards of care; and |
• | reviews and approves MLIC’s derivatives use plans and reviews reports from the investment officers on derivative transaction activity; reviews and approves MLIC’s high return program plan and reviews reports from the investment officers on high return program activity; reviews reports from the investment officers on the investment activities and performance of investment advisors that are engaged to manage certain investments of MLIC; reviews reports from the investment officers on the non-performing assets in MLIC’s investment portfolio; and reviews MLIC’s investment plans and receives periodic updates of performance compared to projections in the investment plans. |
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Investment | ||||||||||||||||||||||||||||||
Sales | (Metropolitan | |||||||||||||||||||||||||||||
Public | Practices | Life Insurance | ||||||||||||||||||||||||||||
Audit | Compensation | Governance | Executive | Responsibility | Compliance | Company) | ||||||||||||||||||||||||
R.H. Benmosche | ţ | l | ||||||||||||||||||||||||||||
C. H. Barnette | l | ţ | ||||||||||||||||||||||||||||
B. A. Dole, Jr. | l | l | l | |||||||||||||||||||||||||||
C.W. Grisé | l | l | l | |||||||||||||||||||||||||||
C. R. Henrikson | l | l | ||||||||||||||||||||||||||||
J. R. Houghton | ţ | l | l | l | ||||||||||||||||||||||||||
H. P. Kamen | l | l | l | |||||||||||||||||||||||||||
H. L. Kaplan | ţ | l | l | l | ||||||||||||||||||||||||||
J. M. Keane | l | l | l | |||||||||||||||||||||||||||
J. M. Kilts | l | l | l | |||||||||||||||||||||||||||
C. M. Leighton | l | l | ţ | |||||||||||||||||||||||||||
S. M. Mathews | l | l | l | |||||||||||||||||||||||||||
H. B. Price | l | ţ | l | |||||||||||||||||||||||||||
K. J. Sicchitano | l | l | l | l | ||||||||||||||||||||||||||
W. C. Steere, Jr. | l | ţ | l | l |
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financial statements be included in the 200510-K.
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• | provide competitive total compensation opportunities that will attract, retain and motivate high-performing executives; |
• | align the compensation plans to the Company’s business strategies; |
• | reinforce the Company’s pay for performance culture by making a significant portion of compensation variable and based on company, business unit and individual performance; and |
• | align the financial interests of the Company’s executives and its shareholders through stock-based incentives and by building executive ownership in the Company. |
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• | provide competitive opportunities commensurate with Company performance; |
• | align total annual incentive pay with the Company’s annual business results; and |
• | make a significant portion of total compensation variable based upon Company, business unit and individual performance. |
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• | align executives’ and shareholders’ interests; |
• | foster and promote the long term financial success of the Company; |
• | encourage executives to take a long term strategic perspective and reward performance accordingly; and |
• | attract and retain key executives who have a long term business perspective. |
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Name | Ownership Guidelines | Ownership | ||
Mr. Benmosche | 7 times base salary | 10.4 times base salary | ||
Mr. Henrikson | 4 times base salary | 5.2 times base salary | ||
Ms. Weber | 4 times base salary | 3.6 times base salary | ||
Mr. Toppeta | 4 times base salary | 5.0 times base salary | ||
Mr. Wheeler | 2 times base salary | 2.2 times base salary |
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LONG TERM | ||||||||||||||||||||||||||||
ANNUAL COMPENSATION | COMPENSATION | |||||||||||||||||||||||||||
Awards | ||||||||||||||||||||||||||||
Securities | Payouts | |||||||||||||||||||||||||||
Other Annual | Underlying | LTIP | All Other | |||||||||||||||||||||||||
Salary | Bonus | Compensation | Options | Payouts | Compensation | |||||||||||||||||||||||
Name and Principal Position | Year | ($) | ($) | ($)(2) | (#)(3) | ($) | ($) | |||||||||||||||||||||
Robert H. Benmosche, | 2005 | $ | 1,100,000 | $ | 6,250,000 | (1) | $ | 230,383 | 400,000 | $ | 8,795,898 | (4) | $ | 196,000 | (5) | |||||||||||||
Chairman of the Board | 2004 | $ | 1,100,000 | $ | 3,800,000 | $ | 54,056 | 415,000 | $ | 3,820,629 | $ | 180,000 | ||||||||||||||||
and Chief Executive Officer | 2003 | $ | 1,100,000 | $ | 3,400,000 | $ | 78,302 | 450,000 | $ | 2,910,185 | $ | 185,185 | ||||||||||||||||
C. Robert Henrikson, | 2005 | $ | 683,334 | $ | 2,875,000 | (1) | — | 90,000 | $ | 1,856,912 | (4) | $ | 83,333 | (5) | ||||||||||||||
President and | 2004 | $ | 600,000 | $ | 1,400,000 | — | 90,000 | $ | 764,126 | $ | 67,000 | |||||||||||||||||
Chief Operating Officer | 2003 | $ | 600,000 | $ | 1,075,000 | — | 115,000 | $ | 970,062 | $ | 68,646 | |||||||||||||||||
Lisa M. Weber, | 2005 | $ | 541,667 | $ | 1,750,000 | (1) | — | 55,000 | $ | 1,465,983 | (4) | $ | 62,489 | (5) | ||||||||||||||
President, | 2004 | $ | 491,667 | $ | 985,000 | — | 70,000 | $ | 573,094 | $ | 55,979 | |||||||||||||||||
Individual Business | 2003 | $ | 450,000 | $ | 875,000 | — | 80,000 | $ | 545,660 | $ | 804,831 | |||||||||||||||||
William J. Toppeta, | 2005 | $ | 541,667 | $ | 1,250,000 | (1) | — | 55,000 | $ | 1,465,983 | (4) | $ | 54,667 | (5) | ||||||||||||||
President, | 2004 | $ | 500,000 | $ | 825,000 | — | 65,000 | $ | 636,772 | $ | 50,000 | |||||||||||||||||
International | 2003 | $ | 500,000 | $ | 750,000 | — | 80,000 | $ | 848,804 | $ | 48,538 | |||||||||||||||||
William J. Wheeler, | 2005 | $ | 395,833 | $ | 1,375,000 | (1) | — | 35,000 | $ | 517,981 | (4) | $ | 44,821 | (5) | ||||||||||||||
Executive Vice President and | 2004 | $ | 375,000 | $ | 700,000 | — | 40,000 | $ | 210,135 | $ | 27,000 | |||||||||||||||||
Chief Financial Officer | 2003 | $ | 349,856 | $ | 300,000 | — | 28,500 | $ | 257,066 | $ | 1,193 |
(1) | Includes incentive awards pursuant to the AVIP based on 2005 performance (which include a special incentive opportunity of 25% above what the Compensation Committee otherwise might have awarded, in consideration of completing the Travelers Integration by November 1, 2005), which were paid in the first quarter of 2006. |
(2) | The Named Executive Officers were provided some or all of the following perquisites or personal benefits in 2005: commuting or other personal use of the Company’s automobiles, use of the Company’s aircraft for personal travel, travel and meals for family members accompanying executives on business trips, corporate travel agency service charges for personal travel and financial counseling. Mr. Benmosche’s figures include amounts representing the approximate incremental cost to MetLife for personal use by Mr. Benmosche of the corporate aircraft as follows: during 2005: $228,820; during 2004: $53,700; and during 2003: $78,000. The incremental cost of perquisites and personal benefits provided to each of the Named Executive Officers other than Mr. Benmosche is not reported in the table because in each case it did not, in the aggregate, equal or exceed the lesser of $50,000 or 10% of the executive’s total salary and bonus. The incremental cost of perquisites and other personal benefits reflects variable costs incurred by the Company to provide the benefit to the executive. |
(3) | Securities underlying options consist of common shares of MetLife. Specific information regarding stock option grants is provided in the table entitled “Option Grants in Last Fiscal Year” set forth on page 31. |
(4) | The amounts for 2005 do not reflect actual payouts for the Long Term Plan performance period of April 1, 2003 to March 31, 2006. On February 28, 2006, the Board of Directors determined to |
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calculate each executive’s payout based on the executive’s opportunity multiplied by total shareholder return during the performance period. The amounts for 2005 reflect what the Named Executive Officers’ payouts would have been if the performance period that began on April 1, 2003 had ended as of February 28, 2006. If the performance period had ended as of that date, total shareholder return would have been 95.46%, based on a stock price of $26.38 at the start of the period on April 1, 2003 and a closing price of $50.12 on February 28, 2006, and including dividends on a reinvested basis. Payment of the awards to the Named Executive Officers will be made after April 1, 2006 and 75% of the award will be payable in the form of MetLife common stock and 25% of the award will be payable in cash. The actual payout amounts, based on final total shareholder return calculated as of the end of the performance period on March 31, 2006, will be reported, as applicable, in the 2007 Proxy Statement. | |
(5) | Includes: (i) employer contributions to the Savings and Investment Plan of $8,400 for each of the Named Executive Officers, and (ii) employer contributions to, or, with respect to, the Auxiliary Savings and Investment Plan, as follows: Mr. Benmosche: $187,600; Mr. Henrikson: $74,933; Ms. Weber: $52,667; Mr. Toppeta: $46,267; and Mr. Wheeler: $35,433. The amounts noted for Ms. Weber and Mr. Wheeler also include $1,422 and $988, respectively, for the cost of group life insurance coverage provided in an amount above the standard program formula. |
Number of | Estimated Future Payouts Under | |||||||||||||||||
Shares, Units, | Non-Stock Price-Based Plans | |||||||||||||||||
or Other | Performance or Other Period | Threshold | Target | Maximum | ||||||||||||||
Name | Rights(1) | Until Maturation or Payout | (#) | (#) | (#) | |||||||||||||
Robert H. Benmosche | 127,500 | January 1, 2005 - December 31, 2007 | 0 | 127,500 | 255,000 | |||||||||||||
C. Robert Henrikson | 30,000 | January 1, 2005 - December 31, 2007 | 0 | 30,000 | 60,000 | |||||||||||||
Lisa M. Weber | 25,000 | January 1, 2005 - December 31, 2007 | 0 | 25,000 | 50,000 | |||||||||||||
William J. Toppeta | 25,000 | January 1, 2005 - December 31, 2007 | 0 | 25,000 | 50,000 | |||||||||||||
William J. Wheeler | 18,000 | January 1, 2005 -December 31, 2007 | 0 | 18,000 | 36,000 |
(1) | These performance shares were awarded under the MetLife, Inc. 2005 Stock and Incentive Compensation Plan. Under the award agreements that apply to these awards, shares of MetLife common stock are payable to eligible award recipients following the conclusion of the performance period. The number of shares payable at the end of the performance period is determined by multiplying the number of performance shares by a performance factor (from 0% to 200%) based on the performance of the Company in (i) change in net operating earnings per share, and (ii) proportionate total shareholder return (as defined in the agreement governing the performance share awards), as a percentile of the performance of other companies in the Standard & Poor’s Insurance Index with regard to the performance period. |
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Individual Grants | ||||||||||||||||||||||||
Number of | ||||||||||||||||||||||||
Securities | Percent of Total | Potential Realizable Value at | ||||||||||||||||||||||
Underlying | Options | Assumed Annual Rates of | ||||||||||||||||||||||
Options | Granted to | Exercise or | Stock Price Appreciation | |||||||||||||||||||||
Granted | Employees in | Base Price | Expiration | for Option Term(3) | ||||||||||||||||||||
Name | (#)(1) | Fiscal Year | ($/Sh)(2) | Date | 5%($) | 10%($) | ||||||||||||||||||
Robert H. Benmosche | 400,000 | 9.26 | % | $ | 38.47 | 4/14/15 | $ | 9,677,431 | $ | 24,524,509 | ||||||||||||||
C. Robert Henrikson | 90,000 | 2.08 | 38.47 | 4/14/15 | 2,177,422 | 5,518,015 | ||||||||||||||||||
Lisa M. Weber | 55,000 | 1.27 | 38.47 | 4/14/15 | 1,330,647 | 3,372,120 | ||||||||||||||||||
William J. Toppeta | 55,000 | 1.27 | 38.47 | 4/14/15 | 1,330,647 | 3,372,120 | ||||||||||||||||||
William J. Wheeler | 35,000 | 0.81 | 38.47 | 4/14/15 | 846,775 | 2,145,895 |
(1) | These options will normally become exercisable at the rate of 331/3% per year on each of the first three anniversaries of their date of grant beginning on April 15, 2006. |
(2) | The exercise price of the options granted is equal to the fair market value of a share of MetLife common stock on the date of grant. |
(3) | These amounts, based on assumed appreciation rates of 5% and 10% as prescribed by SEC rules, are not intended to forecast possible future appreciation, if any, of the Company’s stock price. |
No. of | ||||||||||||||||||||||||
Securities Underlying | Value of Unexercised | |||||||||||||||||||||||
Unexercised Options at | In-The-Money Options | |||||||||||||||||||||||
Shares Acquired | Value | Fiscal Year-End (#) | at Fiscal Year-End ($) | |||||||||||||||||||||
Name | On Exercise | Realized | Exercisable | Unexercisable | Exercisable | Unexercisable | ||||||||||||||||||
Robert H. Benmosche | — | $ | — | 1,285,934 | 826,666 | $ | 24,737,489 | $ | 11,463,391 | |||||||||||||||
C. Robert Henrikson | — | — | 327,468 | 188,332 | $ | 6,325,804 | $ | 2,653,736 | ||||||||||||||||
Lisa M. Weber | — | — | 231,643 | 128,332 | $ | 4,455,565 | $ | 1,833,659 | ||||||||||||||||
William J. Toppeta | — | — | 256,851 | 124,999 | $ | 4,944,629 | $ | 1,787,863 | ||||||||||||||||
William J. Wheeler | — | — | 89,709 | 71,166 | $ | 1,697,923 | $ | 953,441 |
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Final | ||||||||||||||||||||||||||||||||||
Average Pay | 5 Years | 10 Years | 15 Years | 20 Years | 25 Years | 30 Years | 35 Years | 40 Years | ||||||||||||||||||||||||||
$ | 500,000 | $ | 41,000 | $ | 82,100 | $ | 123,100 | $ | 164,100 | $ | 205,200 | $ | 246,200 | $ | 287,200 | $ | 299,700 | |||||||||||||||||
750,000 | 62,300 | 124,600 | 186,900 | 249,100 | 311,400 | 373,700 | 436,000 | 454,700 | ||||||||||||||||||||||||||
1,000,000 | 83,500 | 167,100 | 250,600 | 334,100 | 417,700 | 501,200 | 584,700 | 609,700 | ||||||||||||||||||||||||||
1,250,000 | 104,800 | 209,600 | 314,400 | 419,100 | 523,900 | 628,700 | 733,500 | 764,700 | ||||||||||||||||||||||||||
1,500,000 | 126,000 | 252,100 | 378,100 | 504,100 | 630,200 | 756,200 | 882,200 | 919,700 | ||||||||||||||||||||||||||
1,750,000 | 147,300 | 294,600 | 441,900 | 589,100 | 736,400 | 883,700 | 1,031,000 | 1,074,700 | ||||||||||||||||||||||||||
2,000,000 | 168,500 | 337,100 | 505,600 | 674,100 | 842,700 | 1,011,200 | 1,179,700 | 1,229,700 | ||||||||||||||||||||||||||
2,250,000 | 189,800 | 379,600 | 569,400 | 759,100 | 948,900 | 1,138,700 | 1,328,500 | 1,384,700 | ||||||||||||||||||||||||||
2,500,000 | 211,000 | 422,100 | 633,100 | 844,100 | 1,055,200 | 1,266,200 | 1,477,200 | 1,539,700 | ||||||||||||||||||||||||||
2,750,000 | 232,300 | 464,600 | 696,900 | 929,100 | 1,161,400 | 1,393,700 | 1,626,000 | 1,694,700 | ||||||||||||||||||||||||||
3,000,000 | 253,500 | 507,100 | 760,600 | 1,014,100 | 1,267,700 | 1,521,200 | 1,774,700 | 1,849,700 | ||||||||||||||||||||||||||
3,250,000 | 274,800 | 549,600 | 824,400 | 1,099,100 | 1,373,900 | 1,648,700 | 1,923,500 | 2,004,700 | ||||||||||||||||||||||||||
3,500,000 | 296,000 | 592,100 | 888,100 | 1,184,100 | 1,480,200 | 1,776,200 | 2,072,200 | 2,159,700 | ||||||||||||||||||||||||||
3,750,000 | 317,300 | 634,600 | 951,900 | 1,269,100 | 1,586,400 | 1,903,700 | 2,221,000 | 2,314,700 | ||||||||||||||||||||||||||
4,000,000 | 338,500 | 677,100 | 1,015,600 | 1,354,100 | 1,692,700 | 2,031,200 | 2,369,700 | 2,469,700 | ||||||||||||||||||||||||||
4,250,000 | 359,800 | 719,600 | 1,079,400 | 1,439,100 | 1,798,900 | 2,158,700 | 2,518,500 | 2,624,700 | ||||||||||||||||||||||||||
4,500,000 | 381,000 | 762,100 | 1,143,100 | 1,524,100 | 1,905,200 | 2,286,200 | 2,667,200 | 2,779,700 | ||||||||||||||||||||||||||
4,750,000 | 402,300 | 804,600 | 1,206,900 | 1,609,100 | 2,011,400 | 2,413,700 | 2,816,000 | 2,934,700 | ||||||||||||||||||||||||||
5,000,000 | 423,500 | 847,100 | 1,270,600 | 1,694,100 | 2,117,700 | 2,541,200 | 2,964,700 | 3,089,700 | ||||||||||||||||||||||||||
5,250,000 | 444,800 | 889,600 | 1,334,400 | 1,779,100 | 2,223,900 | 2,668,700 | 3,113,500 | 3,244,700 | ||||||||||||||||||||||||||
5,500,000 | 466,000 | 932,100 | 1,398,100 | 1,864,100 | 2,330,200 | 2,796,200 | 3,262,200 | 3,399,700 | ||||||||||||||||||||||||||
5,750,000 | 487,300 | 974,600 | 1,461,900 | 1,949,100 | 2,436,400 | 2,923,700 | 3,411,000 | 3,554,700 | ||||||||||||||||||||||||||
6,000,000 | 508,500 | 1,017,100 | 1,525,600 | 2,034,100 | 2,542,700 | 3,051,200 | 3,559,700 | 3,709,700 |
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December 31, | December 31, | December 31, | December 31, | December 31, | December 31, | |||||||||||||||||||||||||||
2000 | 2001 | 2002 | 2003 | 2004 | 2005 | |||||||||||||||||||||||||||
MetLife, Inc. | $ | 100 | $ | 91 | $ | 78 | $ | 98 | $ | 120 | $ | 146 | ||||||||||||||||||||
S&P500® | $ | 100 | $ | 88 | $ | 69 | $ | 88 | $ | 98 | $ | 103 | ||||||||||||||||||||
S&P500® Insurance | $ | 100 | $ | 88 | $ | 69 | $ | 84 | $ | 90 | $ | 103 | ||||||||||||||||||||
S&P500® Financials | $ | 100 | $ | 91 | $ | 78 | $ | 102 | $ | 113 | $ | 120 | ||||||||||||||||||||
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6.50% Non-Cumulative | ||||||||||
Preferred Stock, | ||||||||||
Common Stock | Series B | |||||||||
Amount and | Amount and | |||||||||
Nature of | Nature of | |||||||||
Beneficial | Percent of | Beneficial | Percent of | |||||||
Name | Ownership(1)(2)(3) | Class | Ownership(6) | Class | ||||||
Robert H. Benmosche | 1,738,698 | * | — | — | ||||||
Curtis H. Barnette | 15,855 | * | — | — | ||||||
Burton A. Dole, Jr. | 9,088 | * | — | — | ||||||
Cheryl W. Grisé | 3,736 | * | — | — | ||||||
James R. Houghton | 15,855 | * | — | — | ||||||
Harry P. Kamen | 13,268 | * | 1,000 | ** | ||||||
Helene L. Kaplan | 9,571 | * | — | — | ||||||
John M. Keane | 4,456 | * | — | — | ||||||
James M. Kilts | 300 | * | — | — | ||||||
Charles M. Leighton | 6,915 | * | — | — | ||||||
Sylvia M. Mathews | 2,790 | * | — | — | ||||||
Hugh B. Price | 6,846 | * | — | — | ||||||
Kenton J. Sicchitano | 4,999 | * | — | — | ||||||
William C. Steere, Jr. | 7,846 | * | — | — | ||||||
C. Robert Henrikson | 436,309 | * | — | — | ||||||
Lisa M. Weber | 301,771 | * | — | — | ||||||
William J. Toppeta | 323,862 | * | — | — | ||||||
William J. Wheeler | 124,220 | * | — | — | ||||||
Board of Directors of MetLife, but not in each Director’s individual capacity(4) | 295,830,479 | 38.95% | — | — | ||||||
All Directors and Executive Officers, as a group(5) | 3,577,704 | * | 1,000 | ** |
* | Number of shares represents less than one percent of the number of shares of common stock outstanding at March 1, 2006. | |
** | Number of shares represents less than one percent of the number of shares of 6.50% Non-Cumulative Preferred Stock, Series B, outstanding at March 1, 2006. |
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(1) | Each Director and 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) and (3) below. |
Additionally, Mr. Henrikson has shared investment and voting power over 479 shares included in this column and he disclaims beneficial ownership of 20 shares included in this column. |
(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: |
Shares Held in | Shares Held in | Shares Held in | ||||||||||||||
Policyholder | Policyholder | Policyholder | ||||||||||||||
Name | Trust | Name | Trust | Name | Trust | |||||||||||
Benmosche | 350 | Kaplan | 10 | Henrikson | 509 | |||||||||||
Barnette | 10 | Leighton | 79 | Weber | 10 | |||||||||||
Dole | 15 | Price | 10 | Toppeta | 344 | |||||||||||
Houghton | 10 | Steere | 10 | Wheeler | 10 | |||||||||||
Kamen | 13 |
Directors and Executive Officers as a group were allocated 1,438 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 (4) 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 or the 2000 Stock Plan and are exercisable within 60 days of March 1, 2006. The number of such options held by each Director and Named Executive Officer is shown in the following table: |
Number of | Number of | Number of | ||||||||||||||
Options | Options | Options | ||||||||||||||
Exercisable | Exercisable | Exercisable | ||||||||||||||
Name | within 60 days | Name | within 60 days | Name | within 60 days | |||||||||||
Benmosche | 1,707,602 | Kaplan | 6,836 | Sicchitano | 1,536 | |||||||||||
Barnette | 6,836 | Keane | 1,210 | Steere | 6,836 | |||||||||||
Dole | 6,836 | Leighton | 6,836 | Henrikson | 425,800 | |||||||||||
Grisé | 178 | Mathews | 553 | Weber | 299,977 | |||||||||||
Houghton | 6,836 | Price | 6,836 | Toppeta | 323,518 | |||||||||||
Kamen | 6,836 | Wheeler | 124,210 |
Mr. Kilts, who was elected to the Board as of January 1, 2005, did not receive stock options because compensation for Directors is no longer payable by MetLife in the form of stock options, but is paid 50% in cash and 50% in stock. | |
All Directors and Executive Officers as a group held 3,490,534 options exercisable within 60 days of March 1, 2006. | |
(4) | The Board of Directors of MetLife, but not any Director in his or her individual capacity, is deemed to beneficially own the shares of common stock 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 on Amendment No. 24 to Schedule 13D referred to below under the heading “Security Ownership of Certain Beneficial Owners” on page 42. |
(5) | Does not include shares of MetLife common stock held by the MetLife Policyholder Trust that are beneficially owned by the Board of Directors as an entity, as described in note (4), but includes the |
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shares allocated to the Directors in their individual capacities, as described in note (2). Includes 3,490,534 shares that are subject to options that are exercisable within 60 days of March 1, 2006, by all Directors and Executive Officers of the Company, as a group, including the shares that are subject to options described in note (3). | |
(6) | The beneficial owner of the 6.50% Non-Cumulative Preferred Stock, Series B (the “Series B Preferred”) has sole voting and investment power over the shares shown in this column opposite his name. Holders of Series B Preferred shares do not vote in the election of Directors, and otherwise have limited voting rights. |
Deferred Shares | ||||
and/or Share | ||||
Name | Equivalents | |||
Mr. Benmosche | 202,558 | |||
Mr. Dole | 6,970 | |||
Ms. Grisé | 2,260 | |||
Mr. Kamen | 9,230 | |||
Ms. Kaplan | 7,455 | |||
Mr. Keane | 2,260 | |||
Mr. Kilts | 5,580 | |||
Mr. Leighton | 9,230 | |||
Ms. Mathews | 2,869 | |||
Mr. Price | 9,828 | |||
Mr. Sicchitano | 2,260 | |||
Mr. Steere | 35,366 | |||
Mr. Henrikson | 63,937 | |||
Ms. Weber | 38,654 | |||
Mr. Toppeta | 55,436 | |||
Mr. Wheeler | 18,327 |
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Amount and | |||||||||
Nature of | |||||||||
Beneficial | Percent of | ||||||||
Name and Address of Beneficial Owner | Ownership | Class | |||||||
Beneficiaries of the MetLife Policyholder Trust(1) | 295,830,479 | 38.950 | % | ||||||
c/o Wilmington Trust Company, as Trustee Rodney Square North 1100 North Market Street Wilmington, DE 19890 | |||||||||
FMR Corp.(2) | 37,897,558 | 5.003 | % | ||||||
82 Devonshire Street Boston, Massachusetts 02109 |
(1) | The Board of Directors of the Company has reported to the SEC that, as of February 24, 2006, it, as a group, had shared voting power over 295,830,479 shares of MetLife common stock held in the MetLife Policyholder Trust. The Board’s report is in Amendment No. 24, filed on February 28, 2006 to the Board’s Schedule 13D. MetLife created the Trust when Metropolitan Life Insurance Company, a wholly-owned subsidiary of MetLife, converted from a mutual insurance company to a stock insurance company in April 2000. At that time, eligible Metropolitan Life policyholders received beneficial ownership of shares of MetLife common stock, and MetLife transferred these shares to a Trust, which is the record owner of the shares. Wilmington Trust Company serves as Trustee. The policyholders, as 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. 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 a group, a beneficial owner under the rules. |
(2) | Based solely on a Schedule 13G filed with the SEC on February 14, 2006 by FMR Corp. (“FMR”) and Edward C. Johnson 3d, Chairman of FMR (together, the “Reporting Persons”). The Reporting Persons each reported aggregate beneficial ownership at December 31, 2005 of 37,897,558 shares of MetLife common stock, including ownership attributable to the investment advisory and investment management activities of Fidelity Management & Research Company, Strategic Advisers, Inc. and Fidelity Management Trust Company, each a wholly owned subsidiary of FMR, and of Fidelity International Limited (“FIL”), a partnership controlled predominantly by members of the family of Mr. Johnson or trusts for their benefit. FIL and FMR disclaim that they are a “group” for purposes of the SEC beneficial ownership rules. The Schedule 13G reports, with respect to such shares, sole dispositive power over 37,897,558 shares and sole voting power over 3,238,724 shares. Included in the shares reported to be beneficially owned are 11,527,932 shares that FMR estimates are receivable upon settlements of certain stock purchase contracts constituting part of MetLife’s 6.375% Common Equity Units. |
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• | the Director is an officer or other person holding a salaried position of an entity (other than a principal, equity partner or member of such entity) that provides professional services to the Company and the amount of all payments from the Company to such entity during the most recently completed fiscal year was less than two percent of such entity’s consolidated gross revenues; |
• | the Director is the beneficial owner of less than five percent of the outstanding equity interests of an entity that does business with the Company; |
• | the Director is an executive officer of a civic, charitable or cultural institution that received less than the greater of $1 million or two percent of its consolidated gross revenues, as such term is construed by the New York Stock Exchange for purposes of Section 303A.02(b)(v) of the Corporate Governance Standards, from the Company and the MetLife Foundation for each of the last three fiscal years; |
• | the Director is an officer of an entity that is indebted to the Company, or to which the Company is indebted, and the total amount of either the Company’s or the business entity’s indebtedness is less than three percent of the total consolidated assets of such entity as of the end of the previous fiscal year; and |
• | the Director obtained products or services from the Company on terms generally available to customers of the Company for such products or services. |
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• | Financial Literacy. Such person should be “financially literate” as such qualification is interpreted by the Board of Directors in its business judgment. |
• | Leadership Experience. Such person should possess significant leadership experience, such as experience in business, finance/accounting, law, education or government, and shall possess qualities reflecting a proven record of accomplishment and ability to work with others. |
• | Commitment to the Company’s Values. Such person shall be committed to promoting the financial success of the Company and preserving and enhancing the Company’s reputation as a leader in American business, and in agreement with the values of the Company as embodied in its Codes of Conduct. |
• | Absence of Conflicting Commitments. Such person should not have commitments that would conflict with the time commitments of a Director of the Company. |
• | Reputation and Integrity. Such person shall be of high repute and recognized integrity and not have been convicted in a criminal proceeding or be named a subject of a pending criminal proceeding (excluding traffic violations and other minor offenses). Such person shall not have been found in a civil proceeding to have violated any federal or state securities or commodities law, and shall not be subject to any court or regulatory order or decree limiting his or her business activity, including in connection with the purchase or sale of any security or commodity. |
• | Other Factors. Such person shall have such other characteristics as may be considered appropriate for membership on the Board of Directors, including an understanding of marketing and finance, sound business judgment, significant experience and accomplishments and educational background. |
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• | Preside over meetings of the Board of Directors in executive session; |
• | Confer with the Chairman of the Board and the Chief Executive Officer about Board meeting schedules, agendas and information to be provided to the Directors; |
• | Confer with the Chairman of the Board and the Chief Executive Officer on issues of corporate importance that may involve action by the Board; |
• | Participate in the Compensation Committee’s annual performance evaluation of the Chairman of the Board and the Chief Executive Officer; and |
• | In the event of the incapacity of the Chairman of the Board and Chief Executive Officer, direct the Secretary of the Company to take all necessary and appropriate action to call a special meeting of the Board as specified in theBy-laws to consider the action to be taken under the circumstances. |
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The Board of Directors recommends a vote “FOR” Proposals 1 and 2.
Mark Here for Address Change or Comments | o | |
PLEASE SEE REVERSE SIDE |
1. Election of Class I Directors | ||||
The Class I nominees for | FOR | WITHHOLD | ||
election as Directors are: | o | o |
(01) C. Robert Henrikson
(02) John M. Keane
(03) Hugh B. Price
(04) Kenton J. Sicchitano
Instruction: To withhold authority to vote for any individual nominee(s), write the name(s) or number(s) as listed above in the space provided below. |
Exceptions: | ||
2. | Ratification of | FOR | AGAINST | ABSTAIN | ||||
appointment of Deloitte & Touche LLP as Independent Auditor for 2006 | o | o | o |
If you plan to attend the meeting, please mark this box. | o |
Electronic Delivery:
You may consent to access MetLife, Inc.’s Annual Reports to Shareholders, Proxy Statements, prospectuses, and other shareholder communications on-line at:https://vault.melloninvestor.com/isd.
|
Signature of Shareholder(s) | Signature of Shareholder(s) | Dated: | ||||||||
(When signing as attorney, executor, administrator, trustee, or in another representative capacity, include signature and title.)
Vote by Internet or telephone
Internet and telephone voting is available
through 11:59 p.m. Eastern Time on April 24, 2006
Your Internet or telephone vote authorizes the named proxies to vote your shares in the same
manner as if you marked, signed and returned your proxy card.
INTERNET
OR
TELEPHONE
1-866-540-5760
OR
Mark, sign and date your proxy card and return it in the enclosed postage-paid envelope.
IF YOU VOTE BY INTERNET OR BY TELEPHONE,
YOU DO NOT NEED TO MAIL BACK YOUR PROXY CARD.
Table of Contents
Proxy solicited on behalf of the Board of Directors of MetLife, Inc.
for the
2006 Annual Meeting, April 25, 2006
Address Change/Comments(Mark the corresponding box on the reverse side)
Table of Contents
The Board of Directors recommends a vote “FOR” Proposals 1 and 2.
1. Election of Class I Directors | ||||
The Class I nominees for | FOR | WITHHOLD | ||
election as Directors are: | o | o |
(01) C. Robert Henrikson
(02) John M. Keane
(03) Hugh B. Price
(04) Kenton J. Sicchitano
Instruction: To withhold authority to vote for any individual nominee(s), write the name(s) or number(s) as listed above in the space provided below. |
Exceptions: | ||
2. | Ratification of | FOR | AGAINST | ABSTAIN | ||||
appointment of Deloitte & Touche LLP as Independent Auditor for 2006 | o | o | o |
|
Signature of Shareholder(s) | Signature of Shareholder(s) | Dated: | ||||||||
(When signing as attorney, executor, administrator, trustee, or in another representative capacity, include signature and title.)
Vote by Internet or telephone
Internet and telephone voting is available
through 6:00 p.m. Eastern Time on April 21, 2006
Your Internet or telephone vote authorizes the Plan Trustee to vote your shares in the same manner
as if you marked, signed and returned your Voting Instruction Form.
INTERNET
OR
TELEPHONE
1-866-540-5760
OR
Mark, sign and date your Voting Instruction Form and return it in the enclosed postage-paid envelope.
IF YOU VOTE BY INTERNET OR BY TELEPHONE,
YOU DO NOT NEED TO MAIL BACK YOUR VOTING INSTRUCTION FORM.
Table of Contents
Proxy solicited on behalf of the Board of Directors of MetLife, Inc.
for the 2006 Annual Meeting, April 25, 2006