GENWORTH FINANCIAL, INC. (NYSE:GNW) Files An 8-K Submission of Matters to a Vote of Security Holders
Item5.07
|
Submission of Matters to a Vote of Security Holders. |
On March7, 2017, Genworth Financial, Inc. (Genworth) held a
special meeting of stockholders (the Special Meeting). As of
January17, 2017 (the Record Date), the record date for the
Special Meeting, there were 498,407,541 shares of Genworths
ClassA common stock issued and outstanding and entitled to vote
at the Special Meeting. At the Special Meeting, a total of
368,739,713 shares of Genworths common stock, representing
approximately 74% of Genworths ClassA common stock issued and
outstanding as of the Record Date, were present in person or
represented by proxy at the Special Meeting, which constituted a
quorum. Each of the proposals presented below were approved by
the stockholders entitled to vote at the Special Meeting. The
number of votes cast for or against, as well as the number of
abstentions as to each such proposal, as applicable, are set
forth below as certified by the Inspector of Elections. There
were no broker non-votes. The proposals below
are described in detail in Genworths definitive proxy statement
filed with the U.S. Securities and Exchange Commission on
Schedule 14A on January25, 2017, as supplemented on February24,
2017 and February28, 2017.
As a result of
Genworths receipt of stockholder approval of the proposal to
adopt the Merger Agreement (Proposal 1), Genworth did not utilize
the discretionary authority granted to it by stockholder approval
of the proposal to approve the adjournment of the Special Meeting
(Proposal 3).
Proposal 1:
Adoption of the Merger Agreement
As previously
announced, on October21, 2016, Genworth entered into an Agreement
and Plan of Merger (the Merger Agreement) with Asia Pacific
Global Capital Co., Ltd., a limited liability company
incorporated in the Peoples Republic of China and Asia Pacific
Global Capital USA Corporation, a Delaware corporation and an
indirect, wholly owned subsidiary of Asia Pacific.
At the Special
Meeting, Genworths stockholders voted on and approved a proposal
to adopt the Merger Agreement. The votes on this proposal were as
follows:
|
VotesFor |
VotesAgainst |
Abstentions |
Broker Non-Votes |
|||||||
| 352,454,507 | 14,359,092 | 1,926,114 |
Proposal 2:
Approval of Merger-Related Executive
Compensation
At the Special
Meeting, Genworths stockholders also voted on a proposal to
approve, on a non-binding advisory basis, the compensation that
may be paid or become payable to Genworths named executive
officers that is based on or otherwise relates to the merger. The
votes on this proposal were as follows:
|
VotesFor |
VotesAgainst |
Abstentions |
Broker Non-Votes |
|||||||
| 315,239,751 | 46,487,254 | 7,012,708 |
Proposal 3:
Adjournment of the Special Meeting
At the Special
Meeting, Genworths stockholders also voted on the proposal to
approve the adjournment of the Special Meeting to a later date or
timeif necessary or appropriate, including to solicit additional
proxies if there had been insufficient votes at the time of the
Special Meeting to adopt the Merger Agreement. The votes on this
proposal were as follows:
|
VotesFor |
VotesAgainst |
Abstentions |
Broker Non-Votes |
|||||||
| 309,868,392 | 55,864,506 | 3,006,815 |
| Item8.01 | Other Events. |
On March7, 2017,
Genworth issued a press release announcing the results of the
Special Meeting. A copy of the press release is attached as
Exhibit 99.1 to this Current Report on Form 8-K and incorporated
by reference herein.
| Item9.01 | Financial Statements and Exhibits. |
| (d) | Exhibits |
The following
exhibit is filed with this Current Report on Form 8-K:
|
Exhibit No. |
Description |
|
| 99.1 | Press release issued by Genworth on March7, 2017 |
About GENWORTH FINANCIAL, INC. (NYSE:GNW)
Genworth Financial, Inc. provides mortgage insurance products. The Company operates through five segments: U.S. Mortgage Insurance, Canada Mortgage Insurance, Australia Mortgage Insurance, U.S. Life Insurance and Runoff. Its U.S. Mortgage Insurance offers mortgage insurance products insuring prime-based, individually underwritten residential mortgage loans in the United States. Its Canada Mortgage Insurance segment offers flow mortgage insurance and also provides bulk mortgage insurance that aids in the sale of mortgages to the capital markets and helps lenders manage capital and risk in Canada. Its Australia Mortgage Insurance segment offers flow mortgage insurance and provides bulk mortgage insurance in Australia. Its U.S. Life Insurance offers long-term care insurance products in the United States. Its Runoff segment includes the results of non-strategic products, which are no longer sold. GENWORTH FINANCIAL, INC. (NYSE:GNW) Recent Trading Information
GENWORTH FINANCIAL, INC. (NYSE:GNW) closed its last trading session up +0.03 at 4.08 with 7,082,585 shares trading hands.
