SEC Comment Letter for METLIFE (MET) — Dec 21, 2007
METLIFE INC
Date: Dec. 21, 2007 · CIK: 0001099219 · Accession: 0000000000-07-062179
AI Filing Summary & Sentiment
File numbers found in text: 001-015787
Referenced dates: October 26, 2007
Letter
Mail Stop 6010
December 21, 2007
Richard S. Collins Senior Chief Counsel MetLife, Inc. 200 Park Avenue New York, New York 10166 Re: MetLife, Inc. Definitive Proxy Statement Filed March 26, 2007 File No. 001-015787 Dear Mr. Collins: We have reviewed your response letter dated October 26, 2007 and have the following comments. Please respond to our comments by January 4, 2008 or tell us by that time when you will provide us with a re sponse. If the comments request revised disclosure in future filings, please confir m in writing that you will comply with the comments in your future filings and also ex plain to us how you intend to comply. We welcome any questions you may have about our comments or any other aspect of our review. 1. We note your response to prior comment 5. In future filings, as applicable, please discuss and analyze how the total compen sation that you provided to your named executive officers compared to the data you analyzed from the comparator groups, including where total compensation actually fe ll within the targeted range. To the extent total compensation deviated from the targeted range, please discuss why. 2. We note your response to prior comment 7. Your disclosure on page 32 under "Annual Incentive Awards" indicates th at the formula for determining the maximum dollar amount available under the AVIP awards consisted of two performance measures, operating earnings and return on equity, and that the formula establishes several threshold leve ls of operating earnings and return on equity. Your disclosure on page 44 under "Non-Equity Incentive Plan Awards" indicates that the named executive officer s were entitled to awards in amounts up to established percentages of net operati ng income. It is not clear from your current disclosure how the performance m easures described on page 32 relate to the percentages described on page 44. In your future filings, please provide your investors with clear and informative di sclosure regarding how the formula for
MetLife, Inc. December 21, 2007 Page 2 your AVIP awards is implemented and how the formula translated into the percentages and amounts such as those cu rrently disclosed on page 44. Provide hypothetical examples of the how the formula operates, if appropriate. Disclose the operating earnings and return on equ ity levels that were required to be achieved in order to reach each level in the formula. 3. We note your response to prior comment 8. Please confirm that your future filings will include, to the extent applicab le, substantive analysis and insight into how the actual amount paid out under the Annual Variable Incentive Plan to each named executive officer was determined.
If you have any questions, pleas e contact me at (202) 551-3635. S i n c e r e l y , T i m B u c h m i l l e r S e n i o r A t t o r n e y
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Mail Stop 6010
December 21, 2007
Richard S. Collins
Senior Chief Counsel MetLife, Inc. 200 Park Avenue New York, New York 10166
Re: MetLife, Inc. Definitive Proxy Statement
Filed March 26, 2007
File No. 001-015787
Dear Mr. Collins:
We have reviewed your response letter dated October 26, 2007 and have the
following comments. Please respond to our comments by January 4, 2008 or tell us by that time when you will provide us with a re sponse. If the comments request revised
disclosure in future filings, please confir m in writing that you will comply with the
comments in your future filings and also ex plain to us how you intend to comply. We
welcome any questions you may have about our comments or any other aspect of our review. 1. We note your response to prior comment 5. In future filings, as applicable, please
discuss and analyze how the total compen sation that you provided to your named
executive officers compared to the data you analyzed from the comparator groups,
including where total compensation actually fe ll within the targeted range. To the
extent total compensation deviated from the targeted range, please discuss why.
2. We note your response to prior comment 7. Your disclosure on page 32 under
"Annual Incentive Awards" indicates th at the formula for determining the
maximum dollar amount available under the AVIP awards consisted of two
performance measures, operating earnings and return on equity, and that the
formula establishes several threshold leve ls of operating earnings and return on
equity. Your disclosure on page 44 under "Non-Equity Incentive Plan Awards" indicates that the named executive officer s were entitled to awards in amounts up
to established percentages of net operati ng income. It is not clear from your
current disclosure how the performance m easures described on page 32 relate to
the percentages described on page 44. In your future filings, please provide your
investors with clear and informative di sclosure regarding how the formula for
MetLife, Inc. December 21, 2007 Page 2
your AVIP awards is implemented and how the formula translated into the percentages and amounts such as those cu rrently disclosed on page 44. Provide
hypothetical examples of the how the formula operates, if appropriate. Disclose the operating earnings and return on equ ity levels that were required to be
achieved in order to reach each level in the formula.
3. We note your response to prior comment 8. Please confirm that your future
filings will include, to the extent applicab le, substantive analysis and insight into
how the actual amount paid out under the Annual Variable Incentive Plan to each
named executive officer was determined.
If you have any questions, pleas e contact me at (202) 551-3635.
S i n c e r e l y , T i m B u c h m i l l e r S e n i o r A t t o r n e y