8-K
Genworth Financial Inc (GNW)
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 22, 2025
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<br> <br>incorporation or organization) | (Commission<br> <br>File Number) | (I.R.S. Employer<br> <br>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<br>Symbol(s) | Name of each exchange<br>on which registered |
|---|---|---|
| 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 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<br>Non-Votes | ||||
|---|---|---|---|---|---|---|---|
| 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<br>Non-Votes | ||||
|---|---|---|---|---|---|---|---|
| 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<br>Non-Votes | ||||
|---|---|---|---|---|---|---|---|
| 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<br>Non-Votes | ||||
|---|---|---|---|---|---|---|---|
| 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<br>Non-Votes | ||||
|---|---|---|---|---|---|---|---|
| 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 |