8-K

GENWORTH FINANCIAL, INC.

Date: May 19, 2022

/s/ Michael J. McCullough

Michael J. McCullough

Senior Vice President and Corporate Secretary

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

May 19, 2022

Date of Report

(Date of earliest event reported)

LOGO

GENWORTH FINANCIAL, INC.

(Exact name of registrant as specified in its charter)

Delaware

001-32195

80-0873306

(State or other jurisdiction of

incorporation or organization)

(Commission

File Number)

(I.R.S. Employer

Identification No.)


6620 West Broad Street, Richmond, VA		23230
(Address of principal executive offices)		(Zip Code)

(804) 281-6000

(Registrant’s telephone number, including area code)

Not Applicable

(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 (see General Instruction A.2 below):

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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

Title of each class

Trading

Symbol(s)

Name of each exchange

on which registered

Class A Common Stock, par value $0.001 per share

GNW

NYSE (New York Stock Exchange)

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 5.07

Submission of Matters to a Vote of Security Holders.

At the 2022 annual meeting of stockholders of Genworth Financial, Inc. (“Genworth”), held on May 19, 2022, the holders of Genworth’s Class A Common Stock entitled to vote at the meeting (1) elected all nine of the director nominees for the ensuing year, (2) approved, on an advisory basis, the compensation of Genworth’s named executive officers, and (3) ratified the selection of KPMG LLP as Genworth’s independent registered public accounting firm for 2022.

The final voting results were as follows:

Proposal 1

Election of nine directors


	Votes For		Votes Withheld		Broker Non-Votes
G. Kent Conrad		357,143,510		42,999,623		33,921,935
Karen E. Dyson		349,711,203		50,431,929		33,921,935
Jill R. Goodman		353,030,623		47,112,509		33,921,935
Melina E. Higgins		339,648,660		60,494,472		33,921,935
Thomas J. McInerney		356,070,419		44,072,713		33,921,935
Howard D, Mills, III		357,557,926		42,585,207		33,921,935
Robert P. Restrepo Jr.		353,191,057		46,952,076		33,921,935
Elaine A. Sarsynski		356,710,729		43,432,403		33,921,935
Ramsey D. Smith		356,716,313		43,426,819		33,921,935

Proposal 2


	Votes For		Votes Against		Abstentions		Broker Non-Votes
Advisory vote to approve named executive officer compensation		332,119,595		65,980,945		2,042,593		33,921,935

Proposal 3


	Votes For	Votes Against	Abstentions	Broker Non-Votes
Ratification of the selection of KPMG LLP as the independent registered public accounting firm for 2022	414,118,850	13,148,565	6,797,653	N/A

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.

Genworth Financial Inc filed SEC Form 8-K: Submission of Matters to a Vote of Security Holders