Edgar Filing: GENWORTH FINANCIAL INC

Form 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, 2011

Date of Report

(Date of earliest event reported)

LOGO

GENWORTH FINANCIAL, INC.

(Exact name of registrant as specified in its charter)


Delaware	001-32195	33-1073076
(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.

The 2011 annual meeting of stockholders of Genworth Financial, Inc. (“Genworth”) was held on May 18, 2011. At the annual meeting, 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 the advisory vote on named executive officer compensation, (3) approved holding future advisory votes on named executive officer compensation every year, and (4) ratified the selection of KPMG LLP as Genworth’s independent registered public accounting firm for 2011.

The voting results were as follows:

Proposal 1

Election of Directors


	Votes For		Votes Against		Abstentions		Broker Non-Votes
Steven W. Alesio		389,023,316		7,399,958		403,390		47,454,746

William H. Bolinder		395,528,338		884,787		413,539		47,454,746

Michael D. Fraizer		385,282,248		11,057,634		486,782		47,454,746

Nancy J. Karch		369,973,890		26,456,182		396,592		47,454,746

J. Robert “Bob” Kerrey		392,929,383		3,495,880		401,401		47,454,746

Risa J. Lavizzo-Mourey		394,901,524		1,521,412		403,728		47,454,746

Christine B. Mead		394,368,437		2,039,232		418,995		47,454,746

Thomas E. Moloney		395,553,666		858,821		414,177		47,454,746

James A. Parke		389,053,452		7,377,215		395,997		47,454,746

James S. Riepe		389,023,127		7,395,816		407,721		47,454,746

Proposal 2


	Votes For		Votes Against		Abstentions		Broker Non-Votes
Advisory vote to approve named executive officer compensation		375,558,360		20,648,636		619,668		47,454,746

Proposal 3


	One Year		Two Years		Three Years		Abstentions		Broker Non-Votes
Advisory vote to approve the frequency of the advisory vote on named executive officer compensation		354,618,510		900,727		40,682,083		625,345		47,454,746

Based on these results, and consistent with Genworth’s Board of Directors’ recommendation, the 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
Ratification of the selection of KPMG LLP as the independent registered public accounting firm for 2011		441,169,106		2,693,961		418,343

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 20, 2011
	By:	/s/ Leon E. Roday
		Leon E. Roday
		Senior Vice President,
		General Counsel and Secretary