Current Report Filing (8-k)
May 19 2023 - 7:01AM
Edgar (US Regulatory)
GENWORTH FINANCIAL INC false 0001276520 0001276520 2023-05-18 2023-05-18
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 18, 2023
Date of Report
(Date of earliest event reported)
GENWORTH FINANCIAL, INC.
(Exact name of registrant as specified in its charter)
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Delaware |
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001-32195 |
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80-0873306 |
(State or other jurisdiction of incorporation or organization) |
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(Commission File Number) |
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(I.R.S. Employer Identification No.) |
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6620 West Broad Street, Richmond, VA |
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23230 |
(Address of principal executive offices) |
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(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):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
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Title of each class |
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Trading Symbol(s) |
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Name of each exchange on which registered |
Class A Common Stock, par value $0.001 per share |
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GNW |
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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 5.07 |
Submission of Matters to a Vote of Security Holders. |
At the 2023 annual meeting of stockholders of Genworth Financial, Inc. (“Genworth”), held on May 18, 2023, 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, on an advisory basis, the frequency of the advisory vote on the compensation of Genworth’s named executive officers, and (4) ratified the selection of KPMG LLP as Genworth’s independent registered public accounting firm for 2023.
The final voting results were as follows:
Proposal 1
Election of nine directors
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Votes For |
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Votes Withheld |
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Broker Non-Votes |
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G. Kent Conrad |
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376,151,715 |
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9,506,848 |
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36,688,736 |
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Karen E. Dyson |
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376,410,886 |
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9,247,677 |
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36,688,736 |
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Jill R. Goodman |
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379,539,283 |
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6,119,280 |
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36,688,736 |
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Melina E. Higgins |
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375,311,290 |
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10,347,273 |
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36,688,736 |
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Thomas J. McInerney |
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379,009,828 |
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6,648,735 |
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36,688,736 |
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Howard D, Mills, III |
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380,119,459 |
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5,539,104 |
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36,688,736 |
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Robert P. Restrepo Jr. |
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378,471,799 |
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7,186,764 |
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36,688,736 |
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Elaine A. Sarsynski |
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377,387,508 |
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8,271,055 |
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36,688,736 |
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Ramsey D. Smith |
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380,139,248 |
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5,519,315 |
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36,688,736 |
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Proposal 2
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Votes For |
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Votes Against |
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Abstentions |
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Broker Non-Votes |
Advisory vote to approve named executive officer compensation |
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365,557,187 |
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18,717,209 |
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1,384,167 |
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36,688,736 |
Proposal 3
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One Year |
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Two Year |
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Three Years |
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Abstentions |
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Broker Non-Votes |
Advisory vote to approve the frequency of the advisory vote on named executive officer compensation |
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345,281,774 |
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574,821 |
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37,962,069 |
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1,839,899 |
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36,688,736 |
After considering these results, and consistent with its own recommendations, Genworth’s Board of Directors has determined that Genworth will hold an advisory vote on named executive officer compensation on an annual basis until the next advisory vote on the frequency of the advisory vote on named executive officer compensation.
Proposal 4
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Votes For |
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Votes Against |
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Abstentions |
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Broker Non-Votes |
Ratification of the selection of KPMG LLP as the independent registered public accounting firm for 2023 |
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407,074,554 |
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14,584,077 |
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688,668 |
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N/A |
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.
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GENWORTH FINANCIAL, INC. |
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Date: May 19, 2023 |
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By: |
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/s/ Michael J. McCullough |
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Michael J. McCullough |
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Senior Vice President and Corporate Secretary |
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