SEC Form 8-K filed by Genworth Financial Inc

 

 

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 23, 2024

Date of Report

(Date of earliest event reported)

 

 

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.)

 

11011 West Broad Street, Glen Allen, VA		23060
(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 2024 annual meeting of stockholders of Genworth Financial, Inc. (“Genworth”), held on May 23, 2024, 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, (3) ratified the selection of KPMG LLP as Genworth’s independent registered public accounting firm for 2024, (4) approved an amended and restated certificate of incorporation to remove all references to legacy GE provisions including the removal of references to Class B Common Stock and renaming Class A Common Stock, and (5) approved an amendment to Genworth’s certificate of incorporation to provide stockholders the right to request the calling of a special meeting of stockholders at a 25% ownership threshold.

The final voting results were as follows:

 

Proposal 1
Election of nine directors
		Votes For				Votes Against				Abstentions				Broker Non-Votes
G. Kent Conrad			341,745,952				21,796,335				240,257			32,960,439
Karen E. Dyson			347,135,570				14,612,741				2,034,233			32,960,439
Jill R. Goodman			348,050,024				13,698,257				2,034,263			32,960,439
Melina E. Higgins			342,701,190				19,045,813				2,035,541			32,960,439
Thomas J. McInerney			351,429,644				12,150,886				202,014			32,960,439
Howard D, Mills, III			350,829,746				12,707,864				244,934			32,960,439
Robert P. Restrepo Jr.			349,258,912				12,490,066				2,033,566			32,960,439
Elaine A. Sarsynski			350,880,567				12,667,975				234,002			32,960,439
Ramsey D. Smith			351,040,144				12,503,726				238,674			32,960,439

 

Proposal 2
		Votes For				Votes Against				Abstentions				Broker Non-Votes
Advisory vote to approve named executive officer compensation			336,873,730				26,122,479				786,335			32,960,439

 

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 2024

374,899,522

21,567,471

275,990

N/A

 

Proposal 4
		Votes For				Votes Against				Abstentions				Broker Non-Votes
Approval of an Amended and Restated Certificate of Incorporation to Remove All References to Legacy GE Provisions Including the Removal of References to Class B Common Stock and Renaming Class A Common Stock			355,920,391				7,555,973				306,180			32,960,439

 

Proposal 5
		Votes For				Votes Against				Abstentions				Broker Non-Votes
Approval of an Amendment to Genworth’s Certificate of Incorporation to Provide Stockholders the Right to Request the Calling of a Special Meeting of Stockholders at a 25% Ownership Threshold			354,874,523				8,380,277				527,744			32,960,439

In connection with Proposal 5, Genworth also intends to amend and restate its Bylaws to make similar conforming changes. It is expected that the Amended and Restated Certificate of Incorporation and Amended and Restated Bylaws will become effective early next month.

 

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.
Date: May 24, 2024				By:		/s/ Michael J. McCullough
						Michael J. McCullough
						Senior Vice President and Corporate Secretary