RICHMOND, Va., Sept. 13, 2018 /PRNewswire/ -- Genworth
Financial, Inc. (NYSE: GNW) today announced it will hold its 2018
Annual Meeting of Stockholders on December
13, 2018, if its proposed merger with China Oceanwide
Holdings Group Co., Ltd. (Oceanwide) has not yet been
completed. Genworth has scheduled its 2018 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 during each calendar year.
In the event the proposed merger is not completed by
December 13, 2018, the 2018 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 October 19, 2018, will be eligible
to vote at the 2018 Annual Meeting. 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 the meeting that was disclosed in Genworth's
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 company's 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 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 9, 2018.
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 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 no 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 company's 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 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 transaction 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
parties' inability to obtain regulatory approvals, or the
possibility that regulatory approvals may further delay the
transaction or will not be received prior to December 1, 2018 (and either or both of the
parties may not be willing to further waive their end date
termination rights beyond December 1,
2018) 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 the
parties will not be able to obtain other regulatory approvals,
including in connection with the parties' intent to seek approval
of the Oceanwide transaction with no unstacking or in connection
with the current geo-political environment; (iv) the parties'
inability to obtain any necessary regulatory approvals for the
post-closing capital plan; (v) the risk that a condition to
closing of the transaction may not be satisfied;
(vi) potential legal proceedings that may be instituted
against Genworth following announcement of the transaction;
(vii) the risk that the proposed transaction disrupts
Genworth's current plans and operations as a result of the
announcement and consummation of the transaction;
(viii) potential adverse reactions or changes to Genworth's
business relationships with clients, employees, suppliers or other
parties or other business uncertainties resulting from the
announcement of the transaction or during the pendency of the
transaction, including but not limited to such changes that could
affect Genworth's financial performance; (ix) certain
restrictions during the pendency of the transaction that may impact
Genworth's ability to pursue certain business opportunities or
strategic transactions; (x) continued availability of capital
and financing to Genworth before the consummation of the
transaction; (xi) further rating agency actions and downgrades
in Genworth's financial strength ratings; (xii) changes in
applicable laws or regulations; (xiii) Genworth's ability to
recognize the anticipated benefits of the transaction;
(xiv) the amount of the costs, fees, expenses and other
charges related to the transaction; (xv) the risks related to
diverting management's attention from Genworth's ongoing business
operations; (xvi) the impact of changes in interest rates and
political instability; and (xvii) 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 28, 2018.
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.