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Genworth (GNW) investors approve directors, pay plan and KPMG at 2026 meeting

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(Moderate)
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(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Genworth Financial, Inc. reported the results of its 2026 annual stockholders meeting held on May 20, 2026. Shareholders elected all ten director nominees, with votes for individual directors ranging from 300,269,224 to 306,779,465 and broker non-votes of 30,908,201 for each nominee.

Stockholders also approved, on an advisory basis, compensation for named executive officers with 303,193,071 votes for and 10,747,307 against. They approved the 2026 Genworth Financial, Inc. Associate Stock Purchase Plan with 307,109,681 votes for, and ratified the selection of KPMG LLP as independent registered public accounting firm for 2026 with 333,181,180 votes for.

Positive

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Item 5.07 Submission of Matters to a Vote of Security Holders Governance
Results of a shareholder vote on proposals at an annual or special meeting.
Votes for highest-supported director 306,779,465 votes Ramsey D. Smith election as director at 2026 annual meeting
Votes for say-on-pay 303,193,071 votes Advisory approval of named executive officer compensation
Votes for Associate Stock Purchase Plan 307,109,681 votes Approval of 2026 Genworth Financial, Inc. Associate Stock Purchase Plan
Votes for KPMG ratification 333,181,180 votes Ratification of KPMG LLP as independent registered public accounting firm for 2026
Broker non-votes on non-auditor items 30,908,201 votes Broker non-votes on director, pay and stock purchase plan proposals
advisory vote financial
"approved, on an advisory basis, the compensation of Genworth’s named executive officers"
An advisory vote is a shareholder poll that expresses investors’ approval or concern about a company’s policy, executive pay, board decisions or other governance matters but does not legally force the company to act. Think of it like a customer survey: it signals investor sentiment and can pressure management to change course, so investors watch the result as a guide to future governance, risk and potential shifts in strategy.
Associate Stock Purchase Plan financial
"approved the 2026 Genworth Financial, Inc. Associate Stock Purchase Plan"
A company program that lets employees buy the company’s shares at a discount, often through payroll deductions over a set offering period. Like a discount buying club for staff, it encourages workers to own a piece of the business, aligning their interests with shareholders and boosting retention. For investors, such plans can signal employee confidence and create steady demand for shares but may also slightly increase share count over time.
broker non-votes financial
"Broker Non-Votes 30,908,201"
Broker non-votes occur when a brokerage firm is unable to vote on a shareholder’s behalf during a company election or decision because the shareholder has not given specific voting instructions, and the broker is not allowed or chooses not to vote on certain matters. They are important because they can affect the outcome of votes, especially when the results are close, by effectively reducing the total number of votes cast.
independent registered public accounting firm financial
"ratified the selection of KPMG LLP as Genworth’s independent registered public accounting firm for 2026"
An independent registered public accounting firm is an outside accounting company officially registered with the government regulator to examine and report on a public company's financial records and controls. Investors treat its reports like an impartial inspector’s certificate — they add credibility to financial statements, help spot errors or misleading claims, and reduce the risk that shareholders are relying on unchecked or biased numbers.
Understanding 8-K Material Events →
False000127652000012765202026-05-202026-05-20

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 20, 2026
Date of Report
(Date of earliest event reported)
___________________________________________________________
Image_1.jpg
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.)
11011 West Broad Street, Glen Allen, Virginia
23060
(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):
oWritten communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
oSoliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
oPre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
oPre-commencement communications 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 classTrading
Symbol		Name of each exchange
on which registered
Common Stock, par value $.001 per shareGNWNew 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-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company o
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. o


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

At the 2026 annual meeting of stockholders of Genworth Financial, Inc. (“Genworth”), held on May 20, 2026, the holders of Genworth’s 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, (3) approved the 2026 Genworth Financial, Inc. Associate Stock Purchase Plan, and (4) ratified the selection of KPMG LLP as Genworth’s independent registered public accounting firm for 2026.
The final voting results were as follows:

Proposal 1




Election of ten directors




Votes For
Votes Against
Abstentions
Broker Non-Votes
G. Kent Conrad
300,269,22414,013,603725,09630,908,201
Karen E. Dyson
305,435,8208,848,139723,96430,908,201
Jill R. Goodman
306,447,7807,774,792785,35130,908,201
Melina E. Higgins
302,173,87412,106,978727,07130,908,201
Thomas J. McInerney
305,112,0129,210,376685,53530,908,201
Howard D. Mills, III
306,642,5437,639,248726,13230,908,201
Robert P. Restrepo Jr.
306,616,2837,665,551726,08930,908,201
Elaine A. Sarsynski
306,749,0327,528,670730,22130,908,201
Ramsey D. Smith
306,779,4657,442,309786,14930,908,201
Steven C. Van Wyk
306,516,5937,757,493733,83730,908,201
 

Proposal 2
Votes ForVotes AgainstAbstentions
Broker
Non-Votes
Advisory vote to approve named executive officer compensation303,193,07110,747,3071,067,54530,908,201

Proposal 3
Votes For
Votes Against
Abstentions
Broker
Non-Votes
Approval of the 2026 Genworth Financial, Inc. Associate Stock Purchase Plan307,109,6816,845,2681,052,97430,908,201

Proposal 4
Votes ForVotes AgainstAbstentions
Broker
Non-Votes
Ratification of the selection of KPMG
LLP as the independent registered
public accounting firm for 2026		333,181,1807,183,1025,551,842
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 21, 2026By:/s/ Michael J. McCullough
Michael J. McCullough
Senior Vice President and Corporate Secretary

Source: View Original Filing on SEC EDGAR

FAQ

What did Genworth (GNW) shareholders decide at the 2026 annual meeting?

Shareholders approved all proposals at the 2026 annual meeting, including electing ten directors, an advisory vote on executive compensation, the 2026 Associate Stock Purchase Plan, and ratifying KPMG LLP as independent auditor. Each proposal received substantially more votes for than against.

How did Genworth (GNW) shareholders vote on director elections in 2026?

Shareholders elected all ten director nominees for one-year terms. Votes for individual directors ranged from 300,269,224 to 306,779,465, with relatively low votes against and abstentions, plus 30,908,201 broker non-votes recorded for each director candidate.

Was Genworth’s 2026 say-on-pay executive compensation proposal approved?

Yes. The advisory vote to approve Genworth’s named executive officer compensation passed with 303,193,071 votes for, 10,747,307 votes against and 1,067,545 abstentions, along with 30,908,201 broker non-votes, indicating overall shareholder support for the company’s compensation program.

What is the outcome of Genworth’s 2026 Associate Stock Purchase Plan vote?

Shareholders approved the 2026 Genworth Financial, Inc. Associate Stock Purchase Plan. The proposal received 307,109,681 votes for, 6,845,268 votes against and 1,052,974 abstentions, with 30,908,201 broker non-votes, authorizing continuation of this equity-based benefit plan for associates.

Did Genworth (GNW) shareholders ratify KPMG as auditor for 2026?

Yes. Stockholders ratified the selection of KPMG LLP as Genworth’s independent registered public accounting firm for 2026, with 333,181,180 votes for, 7,183,102 votes against and 5,551,842 abstentions. There were no broker non-votes for this auditor ratification proposal.

How many broker non-votes occurred on Genworth’s non-auditor proposals in 2026?

For each of the director elections, the advisory executive compensation vote and the 2026 Associate Stock Purchase Plan, there were 30,908,201 broker non-votes. Broker non-votes arise when intermediaries lack authority to vote uninstructed shares on certain proposals.

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