Genworth Financial (GNW) 8-K Submission of Matters to a Vote of Security Holders

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 14, 2015

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)	(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)

N/A

(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):

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

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

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

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 5.07 Submission of Matters to a Vote of Security Holders.

At the 2015 annual meeting of stockholders of Genworth Financial, Inc. (“Genworth”), held on May 14, 2015, the holders of Genworth’s 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 Genworth’s named executive officers, and (3) ratified the selection of KPMG LLP as Genworth’s independent registered public accounting firm for 2015. The stockholders did not approve a stockholder proposal regarding the preparation of an annual sustainability report.

The final voting results were as follows:

Proposal 1

Election of directors

	Votes For		Votes Against		Abstentions		Broker Non-Votes
William H. Bolinder		354,353,905		8,014,445		1,029,954		61,372,285
G. Kent Conrad		354,725,531		7,645,659		1,027,114		61,372,285
Melina E. Higgins		355,888,877		6,511,881		997,546		61,372,285
Nancy J. Karch		353,054,393		9,312,945		1,030,966		61,372,285
Thomas J. McInerney		354,842,839		7,573,151		982,314		61,372,285
Christine B. Mead		329,632,607		32,773,275		992,422		61,372,285
David M. Moffett		354,898,510		7,504,648		995,146		61,372,285
Thomas E. Moloney		329,549,129		32,873,750		975,425		61,372,285
James A. Parke		326,871,408		34,750,026		1,776,870		61,372,285
James S. Riepe		330,021,058		32,428,479		948,767		61,372,285

Proposal 2

	Votes For		Votes Against		Abstentions		Broker Non-Votes
Approval, on an advisory basis, of the compensation of Genworth’s named executive officers		353,416,002		8,938,278		1,044,024		61,372,285

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 2015		416,929,123		6,650,475		1,190,991		N/A

Proposal 4

	Votes For		Votes Against		Abstentions		Broker Non-Votes
Stockholder Proposal regarding the preparation of an annual sustainability report		107,873,561		161,538,346		93,986,397		61,372,285

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 18, 2015	By:	/s/ Ward E. Bobitz
		Ward E. Bobitz
		Executive Vice President and
		General Counsel