RICHMOND, Va., Sept. 12, 2017 /PRNewswire/ -- Genworth
Financial, Inc. (NYSE: GNW) today announced it will hold its 2017
Annual Meeting of Stockholders on Dec. 13,
2017, if its proposed merger with China Oceanwide Holdings
Group Co., Ltd. (Oceanwide) has not yet been completed.
Genworth has scheduled its 2017 Annual Meeting to ensure that it
remains in compliance with the New York Stock Exchange listing
standards, which require each listed issuer to hold an annual
meeting of stockholders no later than one year after the end of the
issuer's most recently completed fiscal year.
In the event the proposed merger is not completed by
Dec. 13, 2017, the 2017 Annual
Meeting will be held at 9 a.m. Eastern
Standard Time at The Westin Richmond, 6631 West Broad
Street, Richmond, Virginia,
23230. Holders of record of Genworth's Class A common stock
on Oct. 20, 2017, will be eligible to
vote at the 2017 Annual Meeting.
Because the date of the 2017 Annual Meeting is more than 30 days
from the anniversary of Genworth's 2016 Annual Meeting of
stockholders, the company has set a new deadline for the receipt of
stockholder proposals submitted under Rule 14a-8 of the Securities
Exchange Act of 1934 for inclusion in the Company's proxy materials
for the 2017 Annual Meeting. To be considered for inclusion,
such proposals must be received in writing by Genworth before the
close of business on Oct. 4,
2017. Stockholder proposals must also comply with the
applicable requirements of Rule 14a-8 of the Exchange Act regarding
the inclusion of proposals in a public company's proxy
materials. The deadline to determine whether notice of a
stockholder proposal is timely for purposes of exercising
discretionary voting authority with respect to proxies under Rule
14a-4(c)(1) of the Exchange Act is also Oct. 4, 2017.
In addition, Genworth's bylaws establish an advance notice
procedure for director nominations and other business proposals
that stockholders intend to be presented at the 2017 Annual Meeting
outside of Rule 14a-8 of the Exchange Act. For these
nominations or other business proposals to be properly brought
before the meeting by a stockholder, the stockholder must deliver
written notice to Genworth no later than the close of business on
Sept. 22, 2017. Such
nominations and other business proposals must comply with all
requirements set forth in the company's bylaws.
All notices of intention to present director nominations or
other business proposals at the 2017 Annual Meeting, whether or not
intended to be included in the proxy materials, should be addressed
to: Corporate Secretary, Genworth Financial, Inc., 6620 West Broad
Street, Richmond, Virginia
23230.
About Genworth Financial
Genworth Financial, Inc. (NYSE: GNW) is a Fortune 500 insurance
holding company committed to helping families achieve the dream of
homeownership and address the financial challenges of aging through
its leadership positions in mortgage insurance and long term care
insurance. Headquartered in Richmond, Virginia, Genworth traces its roots
back to 1871 and became a public company in 2004. For more
information, visit genworth.com.
From time to time, Genworth releases important information via
postings on its corporate website. Accordingly, investors and other
interested parties are encouraged to enroll to receive automatic
email alerts and Really Simple Syndication (RSS) feeds regarding
new postings. Enrollment information is found under the "Investors"
section of genworth.com. From time to time, Genworth's
publicly traded subsidiaries, Genworth MI Canada Inc. and Genworth
Mortgage Insurance Australia Limited, separately release financial
and other information about their operations. This information can
be found at http://genworth.ca and
http://www.genworth.com.au.
Cautionary Note Regarding Forward-Looking Statements
This communication includes certain statements that may
constitute "forward-looking statements" within the meaning of the
federal securities laws, including Section 27A of the Securities
Act of 1933, as amended, and Section 21E of the Securities Exchange
Act of 1934, as amended. Forward-looking statements may be
identified by words such as "expects," "intends," "anticipates,"
"plans," "believes," "seeks," "estimates," "will" or words of
similar meaning and include, but are not limited to, statements
regarding the outlook for the company's future business and
financial performance. Forward-looking statements are based on
management's current expectations and assumptions, which are
subject to inherent uncertainties, risks and changes in
circumstances that are difficult to predict. Actual outcomes and
results may differ materially from those in the forward-looking
statements and factors that may cause such a difference include,
but are not limited to, risks and uncertainties related to: (i) the
risk that the proposed merger with Oceanwide may not be completed
in a timely manner or at all, which may adversely affect Genworth's
business and the price of Genworth's common stock; (ii) the ability
of the parties to obtain regulatory approvals, or the possibility
that regulatory approvals may further delay the transaction or will
not be received prior to November 30,
2017 (and either or both of the parties may not be willing
to further waive their end date termination rights beyond
November 30, 2017) or that materially
burdensome or adverse regulatory conditions may be imposed in
connection with any such regulatory approvals (including those
conditions that either or both of the parties may be unwilling to
accept); (iii) the risk that a condition to closing of the
transaction may not be satisfied; (iv) potential legal proceedings
that may be instituted against Genworth in connection with the
transaction; (v) the risk that the proposed transaction disrupts
Genworth's current plans and operations as a result of the
consummation of the transaction; (vi) potential adverse reactions
or changes to Genworth's business relationships with clients,
employees, suppliers or other parties or other business
uncertainties during the pendency of the transaction, including but
not limited to such changes that could affect Genworth's financial
performance; (vii) certain restrictions during the pendency of the
transaction that may impact Genworth's ability to pursue certain
business opportunities or strategic transactions; (viii) continued
availability of capital and financing to Genworth before the
consummation of the transaction; (ix) further rating agency actions
and downgrades in Genworth's financial strength ratings; (x)
changes in applicable laws or regulations; (xi) Genworth's ability
to recognize the anticipated benefits of the transaction; (xii) the
amount of the costs, fees, expenses and other charges related to
the transaction; (xiii) the risks related to diverting management's
attention from Genworth's ongoing business operations; (xiv) the
impact of changes in interest rates and political instability; and
(xv) other risks and uncertainties described in the Definitive
Proxy Statement, filed with the SEC on January 25, 2017, and Genworth's Annual Report on
Form 10-K, filed with the SEC on February
27, 2017. Unlisted factors may present significant
additional obstacles to the realization of forward-looking
statements. Consequences of material differences in results as
compared with those anticipated in the forward-looking statements
could include, among other things, business disruption, operational
problems, financial loss, legal liability to third parties and
similar risks, any of which could have a material adverse effect on
Genworth's consolidated financial condition, results of
operations, credit rating or liquidity. Accordingly,
forward-looking statements should not be relied upon as
representing Genworth's views as of any subsequent date, and
Genworth does not undertake any obligation to update
forward-looking statements to reflect events or circumstances after
the date they were made, whether as a result of new information,
future events or otherwise, except as may be required under
applicable securities laws.
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SOURCE Genworth Financial, Inc.