GNW 8-K
Genworth Financial Inc (GNW)
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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| Item 5.07 | Submission of Matters to a Vote of Security Holders. |
At the 2025 annual meeting of stockholders of Genworth Financial, Inc. (“Genworth”), held on May 22, 2025, the holders of Genworth’s Common Stock entitled to vote at the meeting (1) elected all ten of the director nominees for the ensuing year, (2) approved, on an advisory basis, the compensation of Genworth’s named executive officers, (3) approved the 2025 Genworth Financial, Inc. Omnibus Incentive Plan, (4) ratified the selection of KPMG LLP as Genworth’s independent registered public accounting firm for 2025, and (5) approved an amendment to the Amended and Restated Certificate of Incorporation of Genworth Holdings, Inc. to remove “Pass-Through Voting” provision.
The final voting results were as follows:
Proposal 1
Election of ten directors
| Votes For | Votes Against | Abstentions | Broker | |||||||||||
| G. Kent Conrad |
315,185,363 | 17,455,386 | 2,379,884 | 32,298,676 | ||||||||||
| Karen E. Dyson |
312,632,822 | 20,087,261 | 2,300,550 | 32,298,676 | ||||||||||
| Jill R. Goodman |
313,809,921 | 18,800,814 | 2,409,898 | 32,298,676 | ||||||||||
| Melina E. Higgins |
308,696,432 | 24,017,148 | 2,307,053 | 32,298,676 | ||||||||||
| Thomas J. McInerney |
321,467,591 | 11,279,091 | 2,273,951 | 32,298,676 | ||||||||||
| Howard D. Mills, III |
321,803,641 | 10,880,497 | 2,336,495 | 32,298,676 | ||||||||||
| Robert P. Restrepo Jr. |
314,361,383 | 18,319,366 | 2,339,884 | 32,298,676 | ||||||||||
| Elaine A. Sarsynski |
321,722,734 | 10,997,301 | 2,300,598 | 32,298,676 | ||||||||||
| Ramsey D. Smith |
321,711,195 | 10,889,983 | 2,419,455 | 32,298,676 | ||||||||||
| Steven C. Van Wyk |
321,441,280 | 11,176,331 | 2,403,022 | 32,298,676 | ||||||||||
Proposal 2
| Votes For | Votes Against | Abstentions | Broker | |||||||||||
| Advisory vote to approve named executive officer compensation |
301,189,837 | 31,333,344 | 2,497,452 | 32,298,676 | ||||||||||
Proposal 3
| Votes For | Votes Against | Abstentions | Broker | |||||||||||
| Approval of the 2025 Genworth Financial, Inc. Omnibus Incentive Plan |
300,416,073 | 32,317,076 | 2,287,484 | 32,298,676 | ||||||||||
Proposal 4
| Votes For | Votes Against | Abstentions | Broker | |||||||||||
| Ratification of the selection of KPMG LLP as the independent registered public accounting firm for 2025 |
349,051,627 | 15,974,126 | 2,293,556 | N/A | ||||||||||
Proposal 5
| Votes For | Votes Against | Abstentions | Broker | |||||||||||
| Approval of an Amendment to the Amended and Restated Certificate of Incorporation of Genworth Holdings, Inc. to Remove “Pass-Through Voting” Provision |
323,058,302 | 9,322,058 | 2,640,273 | 32,298,676 | ||||||||||
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 22, 2025 | By: | /s/ Michael J. McCullough | ||||
| Michael J. McCullough | ||||||
| Senior Vice President and Corporate Secretary | ||||||