| Item 5.02 |
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers;
Compensatory Arrangements of Certain Officers. |
On March 23, 2022, upon the recommendation of the Nominating
and Corporate Governance Committee, the Board of Directors of Genworth Financial, Inc. (the “Company” or “Genworth”) increased the size of the Board of Directors to 10 directors and elected Elaine A. Sarsynski to serve as a new
director. The Board of Directors has determined that Ms. Sarsynski is an independent director within the meaning of the listing standards of the New York Stock Exchange and the Securities Exchange Act of 1934, as amended. The Board of Directors
will determine committee appointments for Ms. Sarsynski in the future.
As of the date of her election to the Board of Directors,
Ms. Sarsynski will participate in the Company’s compensation plans for non-management directors, as described in detail in the Company’s proxy statement dated April 1, 2021 and
filed with the Securities and Exchange Commission on such date.
In addition, on March 23, 2022, the Company announced that current
board member Debra Perry intends to retire from service on the Board of Directors following the completion of her current term in May 2022, and will not stand for re-election.
Elaine A. Sarsynski
Ms. Sarsynski, age 66, served as Chairwoman, Chief Executive Officer and President of Mass Mutual International, an insurance company,
until her retirement in 2017. She joined Mass Mutual Life Insurance Company in 2005 as Managing Director at Babson Capital Management LLC, a MassMutual subsidiary. She became Executive Vice President, Chief Administrative Officer, Chief Executive
Officer and President of MassMutual International in 2006 and Executive Vice President, member of the Office of the Chief Executive Officer and President of MassMutual Retirement Services, as well as Chairwoman of MassMutual International, in 2008.
Prior to joining Babson Capital, she served two elected terms as First Selectman for the town of Suffield, Connecticut. In 1998, she founded Sun Consulting Group LLC, offering consulting services to the real estate industry. Ms. Sarsynski
previously spent 17 years at Aetna where she held multiple senior management positions overseeing segments of the company’s Investments Division and leading the Corporate Finance Department. She currently serves on the Board of Directors of TI
Fluid Systems PLC, Horizon Technology Finance Corporation and Horace Mann Educators Corporation. Ms. Sarsynski previously served on the Board of Directors of AXA S.A. from 2018 – 2021. Ms. Sarsynski received a B.A. from Smith College
and an M.B.A. from Columbia University.
On March 23, 2022, the Company issued a press release (the “Press Release”). The Press Release is attached hereto as Exhibit
99.1 and is incorporated herein by reference.
Important Additional Information and Where to Find It
The Company intends to file a proxy statement on Schedule 14A, an accompanying WHITE proxy card and other relevant documents with the U.S.
Securities and Exchange Commission (the “SEC”) in connection with the solicitation of proxies from the Company’s stockholders for the Company’s 2022 annual meeting of stockholders. STOCKHOLDERS OF THE COMPANY ARE STRONGLY
ENCOURAGED TO READ THE COMPANY’S DEFINITIVE PROXY STATEMENT (INCLUDING ANY AMENDMENTS OR SUPPLEMENTS THERETO) AND ALL OTHER DOCUMENTS FILED WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN
IMPORTANT INFORMATION. Investors and stockholders may obtain a copy of the definitive proxy statement, an accompanying WHITE proxy card, any amendments or supplements to the definitive proxy statement and other documents filed by the Company
with the SEC at no charge at the SEC’s website at www.sec.gov. Copies will also be available at no charge on our website at
https://genworth2014.q4web.com/investors/Financials—Reports/sec-filings/default.aspx, or by contacting investorinfo@genworth.com as soon as reasonably practicable after such materials are electronically
filed with, or furnished to, the SEC.
Certain Information Regarding Participants to the Solicitation
The Company, its directors and certain of its executive officers are participants in the solicitation of proxies from the Company’s
stockholders in connection with matters to be considered at the Company’s 2022 annual meeting of stockholders. Information regarding the direct and indirect interests in the Company, by security holdings or otherwise, of the Company’s
directors and executive officers is included in the Company’s Proxy Statement on Schedule 14A for its 2021 annual meeting of stockholders, filed with the SEC on April 1, 2021, the Company’s Annual Report on Form 10-K for the year ended December 31, 2021, filed with the SEC on February 28, 2022, and in the Company’s Current Reports on Form 8-K filed with
the SEC from time to time. Changes to the direct or indirect interests of the Company’s directors and executive officers are set forth in SEC filings on Initial Statements of Beneficial Ownership on Form 3 or Statements of Change in
Ownership on Form 4. These documents are available free of charge as described above. Updated information regarding the identities of potential participants and their direct or indirect interests, by security holdings or otherwise, in the
Company will be set forth in the Company’s Proxy Statement for its 2022 annual meeting of stockholders and other relevant documents to be filed with the SEC, if and when they become available.
