SEC Comment Letter for METLIFE (MET) — Sep 22, 2022
METLIFE INC
Date: Sept. 22, 2022 · CIK: 0001099219 · Accession: 0000000000-22-010452
AI Filing Summary & Sentiment
File numbers found in text: 001-15787
Letter
United States securities and exchange commission logo September 22, 2022 Michel A. Khalaf President and Chief Executive Officer MetLife, Inc. 200 Park Avenue New York, NY 10166 Re:MetLife, Inc. Definitive Proxy Statement on Schedule 14A Filed April 29, 2022 File No. 001-15787 Dear Mr. Khalaf: We have limited our review of your most recent definitive proxy statement to those issues we have addressed in our comments. Please respond to these comments by confirming that you will enhance your future proxy disclosures in accordance with the topics discussed below as well as any material developments to your risk oversight structure. For guidance, refer to Item 407(h) of Regulation S-K. Definitive Proxy Statement on Schedule 14A filed April 29, 2022 General 1.Please expand your discussion of the reasons you believe that your leadership structure is appropriate, addressing your specific characteristics or circumstances. In your discussion, please also address the circumstances under which you would consider having the Chair and CEO roles filled by a single individual, when shareholders would be notified of any such change, and whether you will seek prior input from shareholders. 2.Please expand upon the role that your Chairman plays in the leadership of the board. For example, please enhance your disclosure to address whether or not your Chairman may: •represent the board in communications with shareholders and other stakeholders; •require board consideration of, and/or override your CEO on, any risk matters; or •provide input on design of the board itself. 3.Please expand upon how your board administers its risk oversight function. For example, please disclose:
•why your board elected to retain direct oversight responsibility for the design and
FirstName LastNameMichel A. Khalaf Comapany NameMetLife, Inc. September 22, 2022 Page 2 FirstName LastName Michel A. Khalaf MetLife, Inc. September 22, 2022 Page 2 implementation of risk management and risks associated with leadership succession planning, rather than assign oversight to a board committee; •the timeframe over which you evaluate risks (e.g., short-term, intermediate-term, or long-term) and how you apply different oversight standards based upon the immediacy of the risk assessed; •whether you consult with outside advisors and experts to anticipate future threats and trends, and how often you re-assess your risk environment; •whether you have a Chief Compliance Officer and to whom this position reports; and •how your risk oversight process aligns with your disclosure controls and procedures.
We remind you that the company and its management are responsible for the accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or absence of action by the staff. Please contact Amanda Ravitz at 202-551-3412 or Barbara Jacobs at 202-551-3735 with any questions. Sincerely, Division of Corporation Finance Disclosure Review Program
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United States securities and exchange commission logo
September 22, 2022
Michel A. Khalaf
President and Chief Executive Officer
MetLife, Inc.
200 Park Avenue
New York, NY 10166
Re:MetLife, Inc.
Definitive Proxy Statement on Schedule 14A
Filed April 29, 2022
File No. 001-15787
Dear Mr. Khalaf:
We have limited our review of your most recent definitive proxy statement to those issues
we have addressed in our comments.
Please respond to these comments by confirming that you will enhance your future proxy
disclosures in accordance with the topics discussed below as well as any material developments
to your risk oversight structure. For guidance, refer to Item 407(h) of Regulation S-K.
Definitive Proxy Statement on Schedule 14A filed April 29, 2022
General
1.Please expand your discussion of the reasons you believe that your leadership structure is
appropriate, addressing your specific characteristics or circumstances. In your discussion,
please also address the circumstances under which you would consider having the Chair
and CEO roles filled by a single individual, when shareholders would be notified of any
such change, and whether you will seek prior input from shareholders.
2.Please expand upon the role that your Chairman plays in the leadership of the board. For
example, please enhance your disclosure to address whether or not your Chairman may:
•represent the board in communications with shareholders and other stakeholders;
•require board consideration of, and/or override your CEO on, any risk matters; or
•provide input on design of the board itself.
3.Please expand upon how your board administers its risk oversight function. For example,
please disclose:
•why your board elected to retain direct oversight responsibility for the design and
FirstName LastNameMichel A. Khalaf
Comapany NameMetLife, Inc.
September 22, 2022 Page 2
FirstName LastName
Michel A. Khalaf
MetLife, Inc.
September 22, 2022
Page 2
implementation of risk management and risks associated with leadership succession
planning, rather than assign oversight to a board committee;
•the timeframe over which you evaluate risks (e.g., short-term, intermediate-term, or
long-term) and how you apply different oversight standards based upon the
immediacy of the risk assessed;
•whether you consult with outside advisors and experts to anticipate future threats and
trends, and how often you re-assess your risk environment;
•whether you have a Chief Compliance Officer and to whom this position reports; and
•how your risk oversight process aligns with your disclosure controls and procedures.
We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
Please contact Amanda Ravitz at 202-551-3412 or Barbara Jacobs at 202-551-3735 with
any questions.
Sincerely,
Division of Corporation Finance
Disclosure Review Program