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 15, 2014
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) |
(Commission File Number) |
(I.R.S. Employer Identification No.) |
| 6620 West Broad Street, Richmond, VA | 23230 | |
| (Address of principal executive offices) | (Zip Code) |
(804) 281-6000
(Registrant’s telephone number, including area code)
N/A
(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)) |
| Item 5.07 | Submission of Matters to a Vote of Security Holders. |
At the 2014 annual meeting of stockholders of Genworth Financial, Inc. (“Genworth”), held on May 15, 2014, the holders of Genworth’s Class A 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, and (3) ratified the selection of KPMG LLP as Genworth’s independent registered public accounting firm for 2014. The stockholders did not approve a stockholder proposal regarding political contributions.
The final voting results were as follows:
Proposal 1
Election of directors
| Votes For | Votes Against | Abstentions | Broker Non-Votes |
|||||||||||||
| William H. Bolinder |
375,854,542 | 1,445,464 | 546,651 | 65,137,095 | ||||||||||||
| G. Kent Conrad |
375,235,008 | 2,079,628 | 532,021 | 65,137,095 | ||||||||||||
| Melina E. Higgins |
375,846,814 | 1,483,486 | 516,357 | 65,137,095 | ||||||||||||
| Nancy J. Karch |
340,009,384 | 37,253,912 | 583,361 | 65,137,095 | ||||||||||||
| Thomas J. McInerney |
375,998,258 | 1,343,696 | 504,703 | 65,137,095 | ||||||||||||
| Christine B. Mead |
375,841,373 | 1,451,076 | 554,208 | 65,137,095 | ||||||||||||
| David M. Moffett |
374,390,062 | 2,923,059 | 533,535 | 65,137,095 | ||||||||||||
| Thomas E. Moloney |
375,860,656 | 1,423,828 | 562,173 | 65,137,095 | ||||||||||||
| James A. Parke |
375,037,431 | 2,270,272 | 538,953 | 65,137,095 | ||||||||||||
| James S. Riepe |
375,672,384 | 1,620,305 | 553,968 | 65,137,095 | ||||||||||||
Proposal 2
| Votes For | Votes Against | Abstentions | Broker Non-Votes |
|||||||||||||
| Approval, on an advisory basis, of the compensation of Genworth’s named executive officers |
365,799,306 | 11,143,388 | 903,963 | 65,137,095 | ||||||||||||
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 2014 |
438,530,728 | 3,868,833 | 584,191 | N/A | ||||||||||||
Proposal 4
| Votes For | Votes Against | Abstentions | Broker Non-Votes |
|||||||||||||
| Stockholder Proposal regarding political contributions |
23,582,815 | 258,642,856 | 95,620,986 | 65,137,095 | ||||||||||||
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 21, 2014 | By: | |||||
| /s/ Leon E. Roday | ||||||
| Leon E. Roday | ||||||
| Executive Vice President, | ||||||
| General Counsel and Secretary | ||||||