On September 12, 2017, Genworth Financial, Inc. (the
“Company” or “Genworth”) issued a press release announcing the Board of Directors set December 13, 2017 as the date of the 2017 annual meeting of stockholders of the Company (the “2017 Annual Meeting”) that will be
held if the previously announced merger transaction contemplated under the Agreement and Plan of Merger, dated October 21, 2016, by and among the Company, Asia Pacific Global Capital Co., Ltd., a limited liability company incorporated in the
People’s Republic of China (“Parent”) and a subsidiary of China Oceanwide Holdings Group Co., Ltd. (“Oceanwide”), and Asia Pacific Global Capital USA Corporation, a Delaware corporation and an indirect, wholly owned
subsidiary of Parent, is not completed by such date. In the event the proposed merger is not completed by December 13, 2017, the 2017 Annual Meeting will be at 9:00 a.m. local time at The Westin Richmond, 6631 West Broad Street, Richmond,
Virginia 23230. Holders of record of the Company’s Class A common stock on October 20, 2017 will be entitled to notice of, and to vote at, the 2017 Annual Meeting.
The 2017 Annual Meeting has been scheduled to ensure that the Company remains in compliance with the listing standards of the New York Stock
Exchange, 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 that the merger transaction is not completed prior to
December 31, 2017 and the Company continues to be a listed issuer on the New York Stock Exchange at that time.
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 pursuant to Rule
14a-8
of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), 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 October 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 October 4, 2017.
In addition, Genworth’s
bylaws establish an advance notice procedure with regard to director nominations and other business proposals 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 not later than the close of business on September 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 Genworth’s proxy materials, should be addressed to: Corporate Secretary, Genworth Financial, Inc., 6620
West Broad Street, Richmond, Virginia 23230.
A copy of the press release announcing the date of the 2017 Annual Meeting and the deadline
for stockholder nominations and proposals is attached hereto as Exhibit 99.1.