| Item 3.03 | Material Modifications to Rights of Security Holders. |
To the extent required by Item 3.03 of Form 8-K, the information contained in Item 5.03 of this Current Report on Form 8-K is incorporated by reference herein.
| Item 5.03 | Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. |
Amended and Restated Certificate of Incorporation
On May 23, 2024, at the Annual Meeting of Stockholders (the “Annual Meeting”), as previously reported on Form 8-K filed with the Securities and Exchange Commission on May 24, 2024, the stockholders of Genworth Financial, Inc. (the “Company” or “Genworth”) approved an amendment and restatement of the Company’s Amended and Restated Certificate of Incorporation (the “Charter”, as amended, the “Amended and Restated Charter”).
On June 6, 2024, the Company filed its Amended and Restated Charter with the Secretary of State of the State of Delaware, which was effective the same day.
Since there are no outstanding shares of Class B common stock, the Amended and Restated Charter removes all references to the Class B common stock, reduces the Company’s authorized number of shares of capital stock from 2.3 billion to 1.6 billion to reflect the elimination of 700 million authorized shares of Class B common stock, removes provisions relating specifically to the designation and attributes of Class B common stock and makes conforming changes to related provisions in the Charter.
Additionally, the Amended and Restated Charter renames the Class A common stock as “common stock” and reflects conforming changes. Each stock certificate that previously represented shares of Class A common stock will be deemed to represent an identical number of shares of common stock and will continue to do so until such certificate is surrendered to the Company for cancellation or exchange. Any stockholder holding a physical stock certificate is therefore not required to take any action as a result of the renaming.
Furthermore, at the Annual Meeting, the stockholders of the Company approved amendments to the Charter to provide stockholders owning 25% or more of the Company’s outstanding common stock with the right to request the calling of a special meeting of stockholders (a “Special Meeting”), subject to the requirements and procedures set forth in the company’s Amended and Restated Bylaws (as defined below), as now or hereinafter in effect.
The terms of the Amended and Restated Charter are described in greater detail in the Company’s Definitive Proxy Statement filed with the Securities and Exchange Commission on April 8, 2024, under the caption “Approval of Amendments to Genworth’s Certificate of Incorporation,” and “Approval of an Amendment to the Certificate of Incorporation to Provide Stockholders the Right to Request the Calling of a Special Meeting of Stockholders at a 25% Ownership Threshold” which disclosure is incorporated herein by reference.
Amended and Restated Bylaws
Furthermore, effective June 6, 2024, the Company amended and restated its bylaws (the “Bylaws”, as amended, the “Amended and Restated Bylaws”) to make conforming changes to the Amended and Restated Charter provisions discussed above.
The foregoing descriptions of the Amended and Restated Charter and Amended and Restated Bylaws are qualified in their entirety by reference to the full text of the Amended and Restated Charter and the Amended and Restated Bylaws, which are attached hereto as Exhibit 3.1 and Exhibit 3.2, respectively, and are incorporated by reference herein. An updated Specimen Common Stock Certificate and Description of the Company’s Capital Stock are attached hereto as Exhibit 4.1 and Exhibit 4.2 respectively.
