UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D)
OF THE SECURITIES EXCHANGE ACT OF 1934
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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 5.03 | Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. |
On October 18, 2024, the board of directors (the “Board”) of Genworth Financial, Inc. (the “Company”) unanimously adopted Amended and Restated Bylaws of the Company (the bylaws, as so amended and restated, the “Amended and Restated Bylaws”), effective immediately.
The Amended and Restated Bylaws, among other things:
| • | Modify the existing procedural mechanics and disclosure requirements for stockholder nominations of directors and submissions of stockholder proposals (other than proposals to be included in the Company’s proxy statement pursuant to Rule 14a-8 under the Securities Exchange Act of 1934, as amended) and for calling a special meeting of stockholders, including to clarify or limit the scope of certain information and disclosures required regarding proposing stockholders, proposed nominees and other related persons; |
| • | Provide that any stockholder soliciting proxies from other stockholders must use a proxy card color other than white; |
| • | Require that stockholder meetings must be presided over by a director or officer of the Company; and |
| • | Make various other updates, including ministerial and conforming changes. |
The foregoing summary of the amendments does not purport to be complete and is qualified in its entirety by reference to the complete text of the Amended and Restated Bylaws, which are attached hereto as Exhibit 3.1 and are incorporated herein by reference.
| Item 9.01. | Exhibits |
| Exhibit No. |
Description | |
| 3.1 | Amended and Restated Bylaws of Genworth Financial, Inc., effective as of October 18, 2024 | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | |
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: October 18, 2024 | GENWORTH FINANCIAL, INC. | |||||
| By: | /s/ Michael J. McCullough | |||||
| Name: | Michael J. McCullough | |||||
| Title: | Senior Vice President and Corporate Secretary | |||||