GENWORTH FINANCIAL INC FILES (8-K) Disclosing Amendments to Articles of Inc. or Bylaws; Change in Fiscal Year

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal

Year.

On October 19, 2022, in connection with the new Securities and Exchange
Commission rules regarding universal proxy cards, certain recent changes to the
Delaware General Corporation Law (the "DGCL"), and a periodic review of the
bylaws of Genworth Financial, Inc. (the "Company"), the Company's board of
directors (the "Board") unanimously adopted Amended and Restated Bylaws of the
Company (the bylaws, as so amended and restated, the "Amended and Restated
Bylaws"), effective immediately.

The Amended and Restated Bylaws, among other things:

     •    Add procedural mechanics for stockholders to call a special meeting of
          stockholders;



     •    Replace the existing procedural mechanics for stockholder nominations of
          directors and submissions of stockholder proposals (other than proposals
          to be included in the Company's proxy statement pursuant to Rule 14a-8
          under the Securities Exchange Act of 1934, as amended (the "Exchange
          Act")) at stockholder meetings with enhanced procedural mechanics,
          including to require additional disclosures from nominating or proposing
          stockholders, proposed nominees and other persons associated with
          nominating or proposing stockholders and to address matters relating to
          Rule 14a-19 under the Exchange Act, and remove the ability of
          stockholders to submit notice of director nominations after the
          applicable deadline in certain circumstances where the number of
          directors to be elected has been increased;



     •    Modify the manner in which a contested election is determined to exist
          for purposes of the voting standard for the election of directors;



     •    Provide that the presiding person or the holders of a majority of the
          voting power of the Company's capital stock present at a stockholder
          meeting may adjourn such meeting for any reason or no reason;



     •    Clarify the powers of the Board and the Chair of the Board to postpone,
          reschedule or cancel previously scheduled stockholder meetings;



     •    Clarify the powers of the Board and the presiding person of a stockholder
          meeting to regulate conduct at such meeting;



     •    Modify the manner in which special meetings of the Board may be called,
          including providing that special meetings may be called on less than 24
          hours' notice if deemed necessary or appropriate;



     •    Provide that the Chair and Vice Chair(s) of the Board are not officer
          positions;



     •    Expressly contemplate stockholder meetings held solely by means of remote
          communication;



     •    Modify the provisions relating to adjournment procedures and lists of
          stockholders entitled to vote at stockholder meetings, in each case to
          reflect recent amendments to the DGCL; and



  •   Make various other updates, including ministerial and conforming changes.

The foregoing summary of the amendments does not purport to be complete and is
qualified in its entirety by reference to the complete text of the Amended and
Restated Bylaws, which are attached hereto as Exhibit 3.1 and are incorporated
herein by reference.

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Item 9.01. Exhibits



Exhibit
  No.       Description

3.1           Amended and Restated Bylaws of Genworth Financial, Inc., effective
            as of October 19, 2022

104         Cover Page Interactive Data File (embedded within the Inline XBRL
            document)

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