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 20, 2021

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))

 

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Class A 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 5.03.

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On May 20, 2021, in connection with the decision of the Board of Directors (the “Board”) to elect Melina E. Higgins as its Non-Executive Chair of the Board of Directors, the Board further amended Genworth Financial, Inc. Amended and Restated Bylaws (the “Bylaws”) to change any and all references from “chairman” to “chair” throughout the Bylaws.

The foregoing amendment to the Bylaws became effective on the date of its adoption by the Board. The above description of the amendment to the Bylaws is a summary and is qualified in its entirety by reference to the full text of the Bylaws, as amended, a copy of which is attached as Exhibit 3.2 to this Current Report on Form 8-K and incorporated by reference herein.

 

Item 5.07

Submission of Matters to a Vote of Security Holders.

At the 2021 annual meeting of stockholders of Genworth Financial, Inc. (“Genworth”), held on May 20, 2021, 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) approved the 2021 Genworth Financial, Inc. Omnibus Incentive Plan and (4) ratified the selection of KPMG LLP as Genworth’s independent registered public accounting firm for 2021. Following the 2021 annual meeting of stockholders, the Board elected Melina E. Higgins to serve as the Non-Executive Chair of the Board of Directors.

The final voting results were as follows:

Proposal 1

Election of directors

 

		Votes For		Votes Against		Abstentions		Broker Non-Votes
G. Kent Conrad		324,269,768		30,632,212		1,099,051		48,450,971
Karen E. Dyson		322,969,698		32,002,254		1,029,079		48,450,971
Jill R. Goodman		326,088,710		27,662,524		2,249,797		48,450,971
Melina E. Higgins		309,201,735		45,759,747		1,039,549		48,450,971
Thomas J. McInerney		317,566,855		37,212,535		1,221,641		48,450,971
Howard D, Mills, III		325,958,180		28,745,887		1,296,964		48,450,971
Debra J. Perry		319,791,736		35,189,180		1,020,115		48,450,971
Robert P. Restrepo Jr.		321,223,984		33,659,147		1,117,900		48,450,971
Ramsey D. Smith		326,023,683		28,696,874		1,280,474		48,450,971

Proposal 2

 

		Votes For		Votes Against		Abstentions		Broker Non-Votes
Advisory vote to approve named executive officer compensation		300,589,508		52,926,990		2,484,533		48,450,971

Proposal 3

 

		Votes For		Votes Against		Abstentions		Broker Non-Votes
Approval of the 2021 Genworth Financial, Inc. Omnibus Incentive Plan		307,730,504		46,636,923		1,633,604		48,450,971

Proposal 4

 

		Votes For		Votes Against		Abstentions		Broker Non-Votes
Ratification of the selection of KPMG LLP as the independent registered public accounting firm for 2021		382,509,213		18,840,021		3,102,768		N/A

 

Item 9.01

Financial Statement and Exhibits.

(d) Exhibits.

 

Number		Description
3.2		Amended and Restated Bylaws of Genworth Financial, Inc., dated as of May 20, 2021
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

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, 2021				By:		/s/ Ward E. Bobitz
						Ward E. Bobitz
						Executive Vice President and
						General Counsel