8-K

GENWORTH FINANCIAL, INC.

Date: December 11, 2020

/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 10, 2020

Date of Report

(Date of earliest event reported)

LOGO

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 2020 annual meeting of stockholders of Genworth Financial, Inc. (“Genworth”), held on December 10, 2020, 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, and (3) ratified the selection of KPMG LLP as Genworth’s independent registered public accounting firm for 2020.

The final voting results were as follows:

Proposal 1

Election of directors


	Votes For		Votes Against		Abstentions		Broker Non- Votes
G. Kent Conrad		328,499,758		27,244,266		2,220,030		79,437,245
Karen E. Dyson		330,726,317		25,081,909		2,155,828		79,437,245
Melina E. Higgins		315,089,008		40,661,214		2,213,832		79,437,245
Thomas J. McInerney		327,894,227		28,349,917		1,719,910		79,437,245
David M. Moffett		324,497,737		31,176,321		2,289,996		79,437,245
Thomas E. Moloney		328,698,401		27,059,161		2,206,492		79,437,245
Debra J. Perry		328,395,780		27,428,416		2,139,858		79,437,245
Robert P. Restrepo, Jr.		326,687,064		29,002,744		2,274,246		79,437,245
James S. Riepe		323,000,860		32,681,252		2,281,942		79,437,245

Proposal 2


	Votes For		Votes Against		Abstentions		Broker Non-Votes
Advisory vote to approve named executive officer compensation		319,181,507		33,637,934		5,144,613		79,437,245

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 2020

422,151,466

12,909,144

2,340,689

N/A