Current Report Filing (8-k)
14 December 2017 - 8:18AM
Edgar (US Regulatory)
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
December 13, 2017
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
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(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
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(Address of principal executive offices)
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(Zip Code)
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(804)
281-6000
(Registrants 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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☐
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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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☐
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Pre-commencement
communications pursuant to Rule
13e-4(c)
under the Exchange Act (17 CFR
240.13e-4(c))
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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
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Submission of Matters to a Vote of Security Holders.
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At the 2017 annual meeting of
stockholders of Genworth Financial, Inc. (Genworth), held on December 13, 2017, the holders of Genworths Class A Common Stock entitled to vote at the meeting (1) elected all ten of the director nominees for the
ensuing year, (2) approved, on an advisory basis, the compensation of Genworths named executive officers, (3) approved, on an advisory basis, the frequency of the advisory vote on Genworths executive officers compensation,
(4) re-approved
the material terms of performance goals for qualified performance-based awards under the 2012 Genworth Financial, Inc. Omnibus Incentive Plan and (5) ratified the selection of KPMG LLP as
Genworths independent registered public accounting firm for 2017.
The final voting results were as follows:
Proposal 1
Election of directors
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Votes For
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Votes Against
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Abstentions
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Broker
Non-Votes
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William H. Bolinder
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300,346,717
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9,657,413
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1,902,190
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105,466,362
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G. Kent Conrad
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300,828,726
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9,288,758
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1,788,836
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105,466,362
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Melina E. Higgins
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289,008,122
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21,129,488
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1,768,710
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105,466,362
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Thomas J. McInerney
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300,044,080
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10,116,579
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1,745,661
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105,466,362
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David M. Moffett
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299,206,416
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10,942,170
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1,757,734
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105,466,362
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Thomas E. Moloney
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300,736,789
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9,378,200
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1,791,331
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105,466,362
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James A. Parke
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298,180,347
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11,967,818
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1,758,155
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105,466,362
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Debra J. Perry
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300,098,913
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10,051,698
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1,755,709
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105,466,362
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Robert P. Restrepo Jr.
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300,677,315
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9,444,704
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1,784,301
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105,466,362
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James S. Riepe
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299,456,602
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10,585,466
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1,864,252
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105,466,362
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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
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Advisory vote to approve named executive officer compensation
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291,887,842
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18,480,815
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1,537,663
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105,466,362
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Proposal 3
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One Year
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Two Years
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Three Years
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Abstentions
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Broker
Non-Votes
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Advisory vote to approve frequency of advisory vote on named executive officer
compensation
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244,582,454
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498,252
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64,860,819
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1,964,795
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105,466,362
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After considering these results, and consistent with its own recommendation, Genworths 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
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Re-approve
material terms of performance goals for
qualified performance-based awards under the 2012 Genworth Financial, Inc. Omnibus Incentive Plan
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293,714,909
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16,154,501
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2,036,910
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105,466,362
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Proposal 5
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Votes For
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Votes Against
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Abstentions
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Broker
Non-Votes
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Ratification of the selection of KPMG LLP as the independent registered public accounting firm for
2017
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406,406,434
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5,350,851
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5,615,397
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N/A
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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: December 13, 2017
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By:
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/s/ Ward E. Bobitz
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Ward E. Bobitz
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Executive Vice President and
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General Counsel
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Genworth Financial (NYSE:GNW)
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