8-K

GENWORTH FINANCIAL, INC.

Date: December 12, 2019

/s/ Ward E. Bobitz

Ward E. Bobitz

Executive Vice President and General Counsel

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

December 12, 2019

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 or organization)	(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)

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

Symbol(s)

Name of each exchange

on which registered

Class A Common Stock, par value $.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 2019 annual meeting of stockholders of Genworth Financial, Inc. (“Genworth”), held on December 12, 2019, the holders of Genworth’s Class A Common Stock entitled to vote at the meeting (1) elected all eight 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 2019.

The final voting results were as follows:

Proposal 1

Election of directors


	Votes For		Votes Against		Abstentions		Broker Non-Votes
G. Kent Conrad		348,661,716		22,145,086		1,241,438		70,814,735
Melina E. Higgins		337,359,430		33,454,161		1,234,649		70,814,735
Thomas J. McInerney		348,052,866		22,864,562		1,130,812		70,814,735
David M. Moffett		347,633,619		23,159,616		1,255,005		70,814,735
Thomas E. Moloney		351,241,584		19,532,754		1,273,902		70,814,735
Debra J. Perry		348,955,186		21,951,899		1,141,155		70,814,735
Robert P. Restrepo Jr.		350,616,380		20,172,933		1,258,927		70,814,735
James S. Riepe		347,965,460		22,918,282		1,164,498		70,814,735

Proposal 2


	Votes For		Votes Against		Abstentions		Broker Non-Votes
Advisory vote to approve named executive officer compensation		330,793,697		36,234,763		5,019,780		70,814,735

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 2019

427,260,189

13,457,486

2,145,300

N/A

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.