GENWORTH FINANCIAL INC
For the period ended May 23, 2024. Filed Apr 8, 2024.
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May 23, 2024 · Filed Apr 8, 2024
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934 (Amendment No. )
| ☑ | Filed by the Registrant | ☐ | Filed by a party other than the Registrant |
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| CHECK THE APPROPRIATE BOX: | |
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| ☐ | Preliminary Proxy Statement |
| ☐ | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
| ☑ | Definitive Proxy Statement |
| ☐ | Definitive Additional Materials |
| ☐ | Soliciting Material under §240.14a-12 |
Genworth Financial, Inc.
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
| PAYMENT OF FILING FEE (CHECK ALL BOXES THAT APPLY): | |
|---|---|
| ☑ | No fee required |
| ☐ | Fee paid previously with preliminary materials |
| ☐ | Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11 |
Our Values in Action in 2023
| Make it happen | Make it human |
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| Capital Generation from Enact Enact’s strong performance and shareholder distributions continue to be an important source of cash flows to Genworth. Enact’s quarterly dividends in 2023 delivered proceeds of $82 million to Genworth. Enact also announced a $100 million share repurchase plan on top of its existing $75 million program and paid a special cash dividend totaling $113 million to shareholders in December 2023. Overall, Genworth received $245 million of capital returns from Enact last year, and has cumulatively received $615 million since Enact’s IPO. Share Repurchase Program Genworth’s share repurchase program delivered strong shareholder value in 2023 and is a key component of our capital management strategy. In July 2023, we announced a $350 million expansion of our existing repurchase program, which was the same amount as our previous authorization. Overall, since our program’s inception in May 2022, we have repurchased approximately $425 million worth of shares, through April 3, 2024, at an average price of $5.40 per share. In 2024, we will continue to consider additional repurchases subject to market conditions. | Senior Sensitivity In 2023 more than 1,000 of our associates completed senior sensitivity training, a two-hour workshop that fosters empathy and an understanding of what it feels like to be elderly. We learned more about the challenges faced by our customers and their families and participated in an experiential exercise where household items were used to simulate common aging ailments. We also reflected on how each of us can make our customers’ experiences better by approaching every interaction with compassion and empathy. Volunteerism Through the Genworth Foundation, we’re investing in organizations that champion our associates’ passions, step up in times of disaster, and align with our business platforms, specifically healthy aging and caregiver support, affordable housing and homelessness, and sustainability and environmental awareness. With these focus areas in mind, Genworth associates volunteered 5,500 hours and donated almost $870,000 to non-profit organizations around the globe, including matching gifts, in 2023. |
| 2024 Proxy Statement | 1 |
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| Make it about others | Make it better |
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| CareScout Quality Network At CareScout, we help older adults and their families find quality long-term care through our CareScout Quality Network and the expert guidance of our Care Advocates. We believe quality care should mean more than just safe care. It should be person-centered care, integrating your values, preferences, and goals into the care you receive. This creates a partnership between caregiver and care recipient that addresses the physical, mental, spiritual, and social elements of a person’s health. In 2023, we launched our CareScout Quality Network for our long-term care insurance policyholders, which includes a select group of long-term care providers certified as quality providers for meeting not just safety standards, but also person-centered care principles. By year end, the CareScout Quality Network was available in 16 states as we work to offer nationwide coverage. | Live Well | Age Well In 2023, Genworth launched Live Well | Age Well, a voluntary and complimentary wellness program designed to help Genworth long-term care insurance policyholders live in their homes as long as possible during the aging process. Policyholders and their loved ones who choose to participate receive suggestions from our care team based on their current lifestyles, including educational sessions on emotional well-being, caregiver support, home safety and independent activities of daily living—and they can reconnect with Genworth as their needs change. The Genworth Live Well | Age Well program is delivered through one-on-one coaching and support, personalized wellness plans, online resources, and care packages with items to make daily tasks easier. |
| The information included in Live Well | Age Well covers a wide variety of topics from fall prevention to medication management, while also diving deep into the specific needs of the individual. It’s our wellness and caregiving guides, though, with backgrounds in clinical health and aging that really make this program special." – Jamala Arland, Executive Vice President, Genworth U.S. Life Insurance |
| 2 | Genworth Financial, Inc. |
A Letter to Our Stockholders from Our Board Chair
| Dear Stockholder, | |
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| The Board of Directors invites you to attend the 2024 Annual Meeting of Stockholders of Genworth Financial, Inc. (the 2024 Annual Meeting), to be held virtually at 9 a.m. E.T. on May 23, 2024. You will be able to attend the meeting online, vote your shares electronically, and submit questions before or during the meeting via www.virtualshareholdermeeting.com/GNW2024. The 2024 Annual Meeting will include a report on our business operations, discussion and voting on the proposals set forth in the accompanying Notice of 2024 Annual Meeting of Stockholders and Proxy Statement, and discussion and voting on any other business matters properly brought before the meeting. Whether or not you plan to attend the 2024 Annual Meeting, you can ensure your shares are represented at the meeting by promptly submitting your proxy by telephone, internet, or completing, signing, dating, and returning your proxy card. Key achievements in 2023 Thanks to the commitment and diligence of our management team and workforce, Genworth made significant progress against our three strategic priorities last year. We continued to make strong progress on reducing the tail risk on our legacy long-term care insurance book of business through our Multi-Year Rate Action Plan. We launched the CareScout Quality Network, advancing our goal to leverage Genworth’s long-term care insurance (LTC) expertise to develop innovative aging care solutions. And we returned significant value to shareholders through share repurchases, having repurchased approximately $295 million of shares and expanded the scope of the program by an additional $350 million in 2023. This progress drove a strong Total Shareholder Return (TSR) of 27.7% over the course of the year. The Board is pleased with this progress and remains confident in the strategic direction of the company. | Maintaining our commitment to strong governance After a significant refresh of the Board of Directors, Genworth continues to benefit from the diverse experiences members of our Board bring to the company. Our collective expertise in financial services, business leadership, risk management, corporate governance, healthcare, and regulatory matters, among other skillsets, are instrumental in guiding not only our growth strategy for CareScout, but also the sustainability of our legacy LTC books of business. We apply these talents in support of our strategic priorities, such as forming a special Board committee to advise on the initial stages of development for CareScout. Outside of our regular Board activities, our directors regularly attend and speak at industry and board conferences, where they’re able to expand both the Board’s knowledge base and governance credentials. We have a strong Board that is deeply engaged in guiding Genworth’s next chapter. In closing, we are pleased with the company’s achievements and value creation in 2023. With your continued support, the Board and I are confident in Genworth’s ability to continue its long-term growth trajectory and deliver on its mission to help make the aging journey more dignified, connected, and fulfilling. Cordially, Melina HigginsNon-Executive Chair of the Board |
| 2024 Proxy Statement | 3 |
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A Letter to Our Stockholders from Our CEO
| Dear Stockholder, | |
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| 2023 was another strong year for Genworth and its subsidiaries. I’m pleased with Genworth’s strategic progress in 2023, the ongoing value creation delivered by Enact, and our strong momentum on LTC in-force rate actions – which drove positive statutory income in our U.S. life companies. Achieving our strategic priorities We continued to make significant strides in 2023 towards achieving our strategic priorities. Our Multi-Year Rate Action Plan (MYRAP) has substantially improved the financial condition of our legacy long-term care insurance (LTC) business. In 2023 alone, we achieved $354 million in premium rate increases, well above our guidance of $275 million for the year. This brings our cumulative progress to approximately $28 billion in approvals on a net present value basis since 2012, reflecting progress of 84% toward our latest $33 billion estimate for the net present value of rate increases and benefit reductions contemplated in our MYRAP. We achieved a notable milestone in 2023 by launching our CareScout Quality Network with an initial focus on Genworth policyholders, and the goal of reaching other LTC insurance carriers’ policyholders and eventually all Americans. After an initial launch in Texas, the network currently includes 186 credentialed providers available in 31 states, as of April 3, 2024. We are working toward nationwide coverage with an initial focus on home care providers that meet our quality credentialling standards and agree to negotiated preferred rates. We also have been focused on building the foundation necessary to re-enter the LTC insurance market through CareScout Insurance later in 2024. | As we drive long-term shareholder value through growth in CareScout and our majority ownership of Enact, we are also making strong progress in returning value to shareholders through our share repurchase program. Since the program’s inception in 2022 through April 3, 2024, we’ve repurchased approximately $425 million of shares at an average purchase price of $5.40 per share. This progress was enabled by Enact’s continued strong performance, which generated $245 million in cash flows to Genworth in 2023. We expect strong cash flows from Enact will continue to fuel our capital returns and growth investments. Since Enact’s IPO, Genworth has received approximately $615 million in capital from Enact through December 2023. Entering our next chapter 2024 will be a pivotal year as we continue to execute on our long-term strategy to invest in growth and continue returning capital to our shareholders. This year, with the company on solid financial footing, operating with low debt service obligations, and executing a successful share buyback program, I believe we’re better positioned to focus on growth than we ever have been in my more than 11 years at Genworth. I am confident in Genworth’s direction and the team we have in place to deliver on the vision for our next chapter, while holding true to our mission of empowering families to navigate the aging journey with confidence. As always, thank you for your investment and support. Sincerely, Thomas J. McInerneyPresident and Chief Executive Officer |
| 4 | Genworth Financial, Inc. |
Notice of 2024 Annual Meeting of Stockholders
Date and TimeThursday,May 23, 2024,at 9:00 a.m. ET Meeting Accesswww.virtualshareholder meeting.com/GNW2024using your 16-digit control number included on your proxy card or notice Who Can VoteStockholders of record at the close of business on March 25, 2024
How to Vote
Internetwww.proxyvote.com Telephone1-800-579-1639 E-mailsendmaterial@proxyvote.com MailYou can vote by mail by requesting a paper copy of the materials, which will include a proxy card.
Voting Matters
| Proposals | Board VoteRecommendation | For FurtherDetails | ||
| 1. | Election of Nine Directors Named in the Proxy Statement | FOR each of the Board’s nominees | Page 17 | |
| 2. | Advisory Vote to Approve Named Executive Officer Compensation | FOR | Page 59 | |
| 3. | Ratification of the Selection of KPMG LLP as the Independent Registered Public Accounting Firm for 2024 | FOR | Page 105 | |
| 4. | Approval of an Amended and Restated Certificate of Incorporation to Remove All References to Legacy GE Provisions Including the Removal of References to Class B Common Stock and Renaming Class A Common Stock | FOR | Page 109 | |
| 5. | Approval of an Amendment to Genworth’s Certificate of Incorporation to Provide Stockholders the Right to Request the Calling of a Special Meeting of Stockholders at a 25% Ownership Threshold | FOR | Page 112 |
Stockholders will also discuss and vote on such other business as may properly come before the 2024 Annual Meeting of Stockholders (the “2024 Annual Meeting”) or any adjournment thereof.
In accordance with the U.S. Securities and Exchange Commission (“SEC”) rule, we are furnishing this proxy statement (“Proxy Statement”) and our Annual Report on Form 10-K for the year ended December 31, 2023 (“2023 Annual Report”) to many of our stockholders solely over the internet. We believe that posting these materials on the internet enables us to provide stockholders with the information that they need more quickly. In addition, it lowers our costs of printing and delivering these materials and reduces the environmental impact of our 2024 Annual Meeting. The Notice of Internet Availability of Proxy Materials sent to many of our stockholders explains how to access the proxy materials online, vote online and obtain a paper copy of our proxy materials.
We urge our stockholders to participate in the 2024 Annual Meeting. Stockholders may vote by telephone, through the internet or by mailing your completed and signed proxy card (or voting instruction form, if you hold your shares through a broker, bank or other nominee). Each share of Class A Common Stock issued and outstanding as of the record date is entitled to one vote on each matter to be voted upon at our 2024 Annual Meeting. Your vote is important and we urge you to vote.
This Notice, the Proxy Statement and proxy card are first being made available or mailed to stockholders on or about April 8, 2024. The accompanying Proxy Statement is hereby incorporated by reference to this Notice.
Cordially,
Michael J. McCullough
Corporate Secretary
Important Notice Regarding the Availability of Proxy Materials for the 2024 Annual Meeting to be Held on May 23, 2024: Genworth’s Notice of 2024 Annual Meeting of Stockholders, Proxy Statement and 2023 Annual Report are available, free of charge, at: www.proxyvote.com
| 2024 Proxy Statement | 5 |
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The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.