UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
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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).
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| Item 5.07 | Submission of Matters to a Vote of Security Holders. |
At the 2022 annual meeting of stockholders of Genworth Financial, Inc. (“Genworth”), held on May 19, 2022, 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, and (3) ratified the selection of KPMG LLP as Genworth’s independent registered public accounting firm for 2022.
The final voting results were as follows:
Proposal 1
Election of nine directors
| Votes For | Votes Withheld |
Broker Non-Votes |
||||||||||
| G. Kent Conrad |
357,143,510 | 42,999,623 | 33,921,935 | |||||||||
| Karen E. Dyson |
349,711,203 | 50,431,929 | 33,921,935 | |||||||||
| Jill R. Goodman |
353,030,623 | 47,112,509 | 33,921,935 | |||||||||
| Melina E. Higgins |
339,648,660 | 60,494,472 | 33,921,935 | |||||||||
| Thomas J. McInerney |
356,070,419 | 44,072,713 | 33,921,935 | |||||||||
| Howard D, Mills, III |
357,557,926 | 42,585,207 | 33,921,935 | |||||||||
| Robert P. Restrepo Jr. |
353,191,057 | 46,952,076 | 33,921,935 | |||||||||
| Elaine A. Sarsynski |
356,710,729 | 43,432,403 | 33,921,935 | |||||||||
| Ramsey D. Smith |
356,716,313 | 43,426,819 | 33,921,935 | |||||||||
Proposal 2
| Votes For | Votes Against |
Abstentions | Broker Non-Votes |
|||||||||||||
| Advisory vote to approve named executive officer compensation |
332,119,595 | 65,980,945 | 2,042,593 | 33,921,935 | ||||||||||||
Proposal 3
| Votes For | Votes Against |
Abstentions | Broker Non-Votes | |||||
| Ratification of the selection of KPMG LLP as the independent registered public accounting firm for 2022 |
414,118,850 | 13,148,565 | 6,797,653 | 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.
| GENWORTH FINANCIAL, INC. | ||||||
| Date: May 19, 2022 | By: | /s/ Michael J. McCullough | ||||
| Michael J. McCullough | ||||||
| Senior Vice President and Corporate Secretary | ||||||