Item 8.01 Other Events.
On September 13, 2018, Genworth Financial, Inc. (the Company or Genworth) issued a press release announcing that
its Board of Directors set December 13, 2018 as the date of the 2018 annual meeting of stockholders of the Company (the 2018 Annual Meeting) that will be held if the previously announced merger transaction contemplated under the
Agreement and Plan of Merger (the Merger Agreement), dated October 21, 2016, by and among the Company, Asia Pacific Global Capital Co., Ltd., a limited liability company incorporated in the Peoples 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 (Merger
Sub), is not completed by such date. If held, the 2018 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 Companys Class A common stock
on October 19, 2018 will be entitled to notice of, and to vote at, the 2018 Annual Meeting.
On August 14, 2018, the Company,
Parent and Merger Sub entered into a Sixth Waiver and Agreement pursuant to which the Company and Parent each agreed to waive until December 1, 2018 its right to terminate the Merger Agreement and abandon the merger transaction contemplated
thereby in accordance with the terms of the Merger Agreement due to a failure of the merger transaction to have been consummated on or before August 15, 2018. Genworth and Oceanwide remain committed to satisfying the closing conditions under
the Merger Agreement and target closing the merger during the fourth quarter of 2018, subject to the receipt of required regulatory approvals in the U.S., China and other international jurisdictions and other closing conditions. The 2018 Annual
Meeting has been scheduled in order 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 issuers most recently completed fiscal year in the event that the merger transaction is not completed prior to December 31, 2018 and the Company continues to be a listed issuer on the New York Stock Exchange at that time.
In the event the proposed merger is completed by December 13, 2018, the 2018 Annual Meeting will not be held.
Because the date of
the 2018 Annual Meeting is later than the anticipated date for this meeting that was disclosed in Genworths proxy statement for its 2017 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 Companys proxy materials for the 2018 Annual Meeting. To be considered for inclusion, such proposals must
be received in writing by Genworth before the close of business on October 9, 2018. 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 companys 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 9, 2018.
In addition, Genworths bylaws establish
an advance notice procedure with regard to director nominations and other business proposals stockholders intend to be presented at the 2018 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 23, 2018. Such nominations and other
business proposals must comply with all requirements set forth in the Companys bylaws.
All notices of intention to present director
nominations or other business proposals at the 2018 Annual Meeting, whether or not intended to be included in Genworths 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 2018 Annual Meeting and the deadline for stockholder nominations
and proposals is attached hereto as Exhibit 99.1.