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
Date of Report
(Date of earliest event reported)
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction of incorporation or organization) |
(Commission File Number) |
(I.R.S. Employer Identification No.) |
| (Address of principal executive offices) | (Zip Code) |
(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 |
Name of each 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 | |||||||||||
| 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 | |||||||||||
| 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 | |||||||||||
| 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 | |||||||||||
| 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 | |||||||||||
| 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 | ||||||