<SEC-DOCUMENT>0001769022-25-000002.txt : 20250313
<SEC-HEADER>0001769022-25-000002.hdr.sgml : 20250313
<ACCEPTANCE-DATETIME>20250313153423
ACCESSION NUMBER:		0001769022-25-000002
CONFORMED SUBMISSION TYPE:	PX14A6G
PUBLIC DOCUMENT COUNT:		1
FILED AS OF DATE:		20250313
DATE AS OF CHANGE:		20250313
EFFECTIVENESS DATE:		20250313

SUBJECT COMPANY:	

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			GENWORTH FINANCIAL INC
		CENTRAL INDEX KEY:			0001276520
		STANDARD INDUSTRIAL CLASSIFICATION:	LIFE INSURANCE [6311]
		ORGANIZATION NAME:           	02 Finance
		IRS NUMBER:				800873306
		STATE OF INCORPORATION:			DE
		FISCAL YEAR END:			1231

	FILING VALUES:
		FORM TYPE:		PX14A6G
		SEC ACT:		1934 Act
		SEC FILE NUMBER:	001-32195
		FILM NUMBER:		25735428

	BUSINESS ADDRESS:	
		STREET 1:		11011 WEST BROAD STREET
		CITY:			GLEN ALLEN
		STATE:			VA
		ZIP:			23060
		BUSINESS PHONE:		804-281-6000

	MAIL ADDRESS:	
		STREET 1:		11011 WEST BROAD STREET
		CITY:			GLEN ALLEN
		STATE:			VA
		ZIP:			23060

FILED BY:		

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			Klarquist Scott
		CENTRAL INDEX KEY:			0001769022
		ORGANIZATION NAME:           	

	FILING VALUES:
		FORM TYPE:		PX14A6G

	MAIL ADDRESS:	
		STREET 1:		20 PINE STREET, APT 1117
		CITY:			NEW YORK
		STATE:			NY
		ZIP:			10005
</SEC-HEADER>
<DOCUMENT>
<TYPE>PX14A6G
<SEQUENCE>1
<FILENAME>gnw3132025.htm
<DESCRIPTION>LETTER TO GNW SHAREHOLDERS
<TEXT>
<p align="center">
    UNITED  STATES SECURITIES AND EXCHANGE COMMISSION
</p>
<p align="center">
    Washington,  D.C. 20549
</p>
<p align="center">
    NOTICE  OF EXEMPT SOLICITATION
</p>
<p align="center">
    Submitted  Pursuant to Rule 14a-6(g)
</p>
<p align="center">
    (Amendment  No. ____)
</p>
<p>
    1.            Name  of the Registrant:
</p>
<p>
    Genworth Financial, Inc. [CIK: 1276520]
</p>
<p>
    2.            Name  of Person Relying on Exemption:
</p>
<p>
    Scott Klarquist
</p>
<p>
    3.            Address  of Person Relying on the Exemption:
</p>
<p>
    Available Upon Request
</p>
<p>
    4.            Written  Material. The following written materials are
    attached:
</p>
<p>
    Letter to Genworth Shareholders.
</p>
<p align="center">
    * *  *
</p>
<p>
    Written materials are submitted  voluntarily pursuant to Rule 14a-6(g)(1)
    promulgated under the Securities  Exchange Act of 1934. This is not a
    solicitation of authority to vote your  proxy. The cost of this filing is
    being borne entirely by the filer.
</p>
<p>
    PLEASE NOTE: I am NOT asking for  your proxy card and cannot accept your
    proxy card. Please DO NOT send me your  proxy card.
</p>
<p>
    (Written material follows)
</p>
<p>
    <strong><em><u>Open Letter to Genworth Shareholders</u></em></strong>:
</p>
<p>
    March 13, 2025
</p>
<p>
    Dear Fellow Genworth Shareholders,
</p>
<p>
    On February 20,  2025, in anticipation of the 2025 annual meeting of
    shareholders (the "Meeting")  of Genworth Financial, Inc. ("GNW" or the
    "Company"), I submitted (as a record holder  of GNW stock) the following
    draft proposals to be voted on at the Meeting  pursuant to Section 2 of the
    Company's bylaws:
</p>
<p>
    <strong>
        <em><u>PROPOSAL [4]: ENACT STAKE STRATEGIC  ALTERNATIVES</u></em>
    </strong>
    :  "RESOLVED, that the shareholders of the Company request that the Board
    promptly  form a special committee of the Board, comprised solely of
    independent Board  directors, to consider potential strategic alternatives
    for the Company's  ownership stake in Enact Holdings, Inc. (ticker: ACT),
    which as of December 31,  2024 totaled 123,761,372 shares of ACT stock,
    including without limitation  whether it would be in the best interests of
    the Company's shareholders to spin  off a majority of such stake in a
    tax-free transaction to shareholders and,  further, that such special
    committee report back to the Company's shareholders  periodically in a
    timely manner (no less often than once every six months)  updating the
    shareholders on the status of the committee's deliberations."
</p>
<p>
    <strong><em><u>PROPOSAL [5]: PROXY ACCESS</u></em></strong>: "RESOLVED, that
    the shareholders of  the Company request that the Board promptly amend the
    Company's articles and/or  bylaws (as appropriate) to enable proxy access to
    nominate directors for  certain groups of beneficial shareholders along the
    following lines:
</p>
<p>
    * Ownership threshold: maximum  requirement of not more than three percent
    (3%) of the voting power for any  nominating group;
</p>
<p>
    * Ownership duration: maximum  requirement of not longer than three (3)
    years of continuous ownership for each  member of the nominating group;
</p>
<p>
    * Aggregation: minimal or no limits on  the number of shareholders permitted
    to form a nominating group; and
</p>
<p>
    * Cap: cap on nominees of equal to  twenty-five percent (25%) (or greater)
    of the total number of directors."
</p>
<p>
    <strong>
        <em><u>PROPOSAL [6]: DISCLOSURE REGARDING CEO  SUCCESSION PLANNING
        POLICY</u></em>
    </strong>
    : "RESOLVED, that the shareholders of the Company request  that the Board
    include in each annual proxy statement a fulsome discussion of  the
    Company's succession planning for the Chief Executive Officer disclosing,
    at a minimum, whether the Board has interviewed any potential successor CEO
    candidates and a prospective timeline for the retirement of the existing
    CEO."
</p>
<p>
    <strong>
        <em><u>PROPOSAL [7]: IN-PERSON OPTION FOR  SHAREHOLDERS TO ATTEND ANNUAL
        MEETING</u></em>
    </strong>
    : "RESOLVED, that the shareholders of the Company  request that the Board
    include in each annual proxy statement a proposed annual  meeting itinerary
    that would enable beneficial shareholders of the Company who  wish to attend
    the Company's annual meeting in person (rather than via webcast)  the option
    to do so."
</p>
<p>
    Our Company has  not received these annual meeting proposals with open arms;
    in fact, quite the  opposite.
    <strong>
        <em><u>Over 2 weeks after my letter containing the draft proposals  was
        sent to the company, GNW had its lawyers respond with a 9-page
        tortuously  reasoned legal letter (along with 50 pages worth of
        exhibits) that claimed I  failed to follow the notice provisions in the
        bylaws.</u></em>
    </strong>
    To cite one  example, they claim that I failed to notify GNW of the exact
    date upon which I  purchased 10,000 of my 50,000 GNW common shares
    beneficially, but not of record,  owned by me (although I previously
    notified them of the exact dates I purchased  the other 40,000). To cite
    another example, they claim that I failed to provide  GNW with all of the
    information that would be required to be included in a Schedule  13D if I
    were required to file a 13D filing in connection with the proposals  (which
    I obviously am not, as I would need a position about 420X my current  size
    to be a 5% holder of GNW stock).
    <strong>
        <em><u>Query how or why any of the  foregoing information is relevant to
        GNW receiving necessary "prior notice"  regarding any of the proposals
        above in order to include them in the proxy.</u></em>
    </strong>
</p>
<p>
    According to  GNW, this means that the proposals were not in accord with the
    bylaws and  therefore (again, per GNW's attorney), "the Board determined
    that the proposals  will not be considered at the 2025 annual meeting"
    (email from Sidley Austin LLP to me, dated March 6, 2025).
    <strong>
        <em><u>So, despite whatever boilerplate GNW  may insert into its proxy
        statement every year about the importance of engaging  with, and
        receiving feedback from, the true owners of the company (the
        shareholders),  our Company does not really mean it.</u></em>
    </strong>
    If they did, they would leap  at the chance to hear directly from
    shareholders on the above important issues  via a vote at the 2025 annual
    meeting and would waive any supposed technical  violations of the bylaws in
    my proposal letter. Indeed, this would be the very definition  of
    "shareholder democracy".
    <strong>
        <em><u>Sadly, it appears that unless I pursue available  legal remedies
        (which I am currently evaluating) to try to force GNW to include  the
        above proposals in its proxy this year, YOU WILL NOT HAVE A CHANCE TO
        VOTE  ON ANY OF THEM.</u></em>
    </strong>
</p>
<p>
    Our Company belongs  to its owners, the shareholders, and NOT to entrenched
    and unresponsive upper management  or to our so-called "independent"
    (actually, "CEO rubber-stamp") board members.  If you would like to vote on
    one or more the above proposals at the 2025  meeting of GNW shareholders,
    <strong>
        <em><u>YOU ARE STRONGLY URGED TO CONTACT THE FOLLOWING  AT THE COMPANY
        AND LET THEM KNOW YOUR VIEWS TODAY - THANK YOU!</u></em>
    </strong>
</p>
<p>
    GNW IR: InvestorInfo@genworth.com
</p>
<p>
    GNW Corporate  Secretary: Michael.McCullough@genworth.com
</p>
<p>
    <strong><em><u></u></em></strong>
</p>
<p>
    Source:
</p>
<p>
    Scott Klarquist
</p>
<p>
    CIO, Seven Corners Capital  Management, LLC
</p>
<p>
    info@sevencornerscapital.com
</p>
<p>
    (646) 592-0498
</p>
</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
