Management Change – Form 8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported): February 28, 2023

METLIFE, INC.

(Exact Name of Registrant as Specified in Its Charter)

Delaware

(State or Other Jurisdiction of Incorporation)

(212)578-9500

(Registrant's Telephone Number, Including Area Code)

N/A

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

Securities registered pursuant to Section 12(b) of the Act:

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On February 28, 2023, the Board of Directors (the "Board") of MetLife, Inc. (the "Company") increased the number of directors serving on the Board from thirteen to fourteen and elected Jeh C. Johnson a director of the Company and appointed Mr. Johnson to its Audit Committee and its Governance and Corporate Responsibility Committee, effective immediately. The Board also affirmatively determined that Mr. Johnson qualifies as an independent director under the Corporate Governance Standards of the New York Stock Exchange and Rule 10A-3under the Securities Exchange Act of 1934, as amended.

Mr. Johnson will participate in the Company's standard non-managementdirector compensation arrangements. The Company pays non-managementdirectors a retainer of $325,000 per year, $175,000 payable in shares of the Company's common stock and $150,000 payable in cash. Directors eaa pro-ratedretainer for partial-year service, earning the first of four annual installments at the beginning of service.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: March 1, 2023