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May 19, 2023 Newswires
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Submission of Matters to a Vote of Security Holders – Form 8-K

U.S. Regulated Equity Markets (Alternative Disclosure) via PUBT
8-K

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)

Delaware 001-32195 80-0873306

(State or other jurisdiction of

incorporation or organization)

(Commission

File Number)

(I.R.S. Employer

Identification No.)

6620 West Broad Street, Richmond, VA 23230
(Address of principal executive offices) (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-Kfiling is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2 below):

☐

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐

Soliciting material pursuant to Rule 14a-12under the Exchange Act (17 CFR 240.14a-12)

☐

Pre-commencementcommunications pursuant to Rule 14d-2(b)under the Exchange Act (17 CFR 240.14d-2(b))

☐

Pre-commencementcommunications 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:

Title of each class

Trading

Symbol(s)

Name of each exchange

on which registered

Class A Common Stock, par value $0.001 per share GNW 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-2of the Securities Exchange Act of 1934 (§240.12b-2of 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

Votes For Votes
Withheld
Broker
Non-Votes

G. Kent Conrad

376,151,715 9,506,848 36,688,736

Karen E. Dyson

376,410,886 9,247,677 36,688,736

Jill R. Goodman

379,539,283 6,119,280 36,688,736

Melina E. Higgins

375,311,290 10,347,273 36,688,736

Thomas J. McInerney

379,009,828 6,648,735 36,688,736

Howard D, Mills, III

380,119,459 5,539,104 36,688,736

Robert P. Restrepo Jr.

378,471,799 7,186,764 36,688,736

Elaine A. Sarsynski

377,387,508 8,271,055 36,688,736

Ramsey D. Smith

380,139,248 5,519,315 36,688,736

Proposal 2

Votes For Votes Against Abstentions

Broker
Non-Votes

Advisory vote to approve named executive officer compensation

365,557,187 18,717,209 1,384,167 36,688,736

Proposal 3

One Year Two Year Three Years Abstentions Broker
Non-Votes

Advisory vote to approve the frequency of the advisory vote on named executive officer compensation

345,281,774 574,821 37,962,069 1,839,899 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

Votes For Votes Against Abstentions

Broker
Non-Votes

Ratification of the selection of KPMG LLP as the independent registered public accounting firm for 2023

407,074,554 14,584,077 688,668 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, 2023 By:

/s/ Michael J. McCullough

Michael J. McCullough
Senior Vice President and Corporate Secretary

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Disclaimer

Genworth Financial Inc. published this content on 19 May 2023 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 19 May 2023 11:02:05 UTC.

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