SEC Comment Letter 0000000000-23-003311 to GENWORTH FINANCIAL INC (GNW) (CIK 0001276520) (GNW)
GENWORTH FINANCIAL INC (GNW) (CIK 0001276520)
Date: April 3, 2023 · CIK: 0001276520 · Accession: 0000000000-23-003311
AI Filing Summary & Sentiment
Letter
United States securities and exchange commission logo April 2, 2023 Kai Liekefett Partner Sidley Austin LLP 787 Seventh Avenue New York, New York 10019 Re:GENWORTH FINANCIAL INC Preliminary Proxy Statement filed March 24, 2023 SEC File No. 1-32195 Dear Kai Liekefett: We have reviewed your filing and have the following comment. In our comment, we may ask you to provide us with information so we may better understand your disclosure. Please respond to this comment by providing the requested information or advise us as soon as possible when you will respond. If you do not believe our comment applies to your facts and circumstances, please tell us why in your response. After reviewing your response to this comment, we may have additional comments. Defined terms used here have the same meaning as in the proxy statement listed above. Preliminary Proxy Statement filed March 24, 2023 General 1.We note the disclosure in multiple places in the proxy statement that a plurality voting standard will apply to the election of directors. However, we also note your disclosure that the Company is not using a universal proxy card here because Mr. Scott Klarquist has not met the deadline to provide the information required by Rule 14a-19 within the time period specified in that Rule, although he did meet the deadline under the Company's own advance notice bylaw provision. We note that the Company amended its bylaws in October 2022 and filed those amendments under cover of a Form 8-K filed October 19, 2022. Please identify the specific bylaw amendment language and provide an analysis supporting your view that Mr. Klarquist's nomination is invalid but triggers the use of a plurality rather than a majority voting standard here. We remind you that the filing persons are responsible for the accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or absence of action by the staff.
FirstName LastNameKai Liekefett Comapany NameSidley Austin LLP April 2, 2023 Page 2 FirstName LastName Kai Liekefett Sidley Austin LLP April 2, 2023 Page 2 Please direct any questions to Christina Chalk at (202) 551-3263. Sincerely, Division of Corporation Finance Office of Mergers & Acquisitions
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United States securities and exchange commission logo
April 2, 2023
Kai Liekefett
Partner
Sidley Austin LLP
787 Seventh Avenue
New York, New York 10019
Re:GENWORTH FINANCIAL INC
Preliminary Proxy Statement filed March 24, 2023
SEC File No. 1-32195
Dear Kai Liekefett:
We have reviewed your filing and have the following comment. In our comment, we may
ask you to provide us with information so we may better understand your disclosure.
Please respond to this comment by providing the requested information or advise us as
soon as possible when you will respond. If you do not believe our comment applies to your facts
and circumstances, please tell us why in your response.
After reviewing your response to this comment, we may have additional comments.
Defined terms used here have the same meaning as in the proxy statement listed above.
Preliminary Proxy Statement filed March 24, 2023
General
1.We note the disclosure in multiple places in the proxy statement that a plurality voting
standard will apply to the election of directors. However, we also note your disclosure that
the Company is not using a universal proxy card here because Mr. Scott Klarquist has not
met the deadline to provide the information required by Rule 14a-19 within the time
period specified in that Rule, although he did meet the deadline under the Company's own
advance notice bylaw provision. We note that the Company amended its bylaws in
October 2022 and filed those amendments under cover of a Form 8-K filed October 19,
2022. Please identify the specific bylaw amendment language and provide an analysis
supporting your view that Mr. Klarquist's nomination is invalid but triggers the use of a
plurality rather than a majority voting standard here.
We remind you that the filing persons are responsible for the accuracy and adequacy of
their disclosures, notwithstanding any review, comments, action or absence of action by the staff.
FirstName LastNameKai Liekefett
Comapany NameSidley Austin LLP
April 2, 2023 Page 2
FirstName LastName
Kai Liekefett
Sidley Austin LLP
April 2, 2023
Page 2
Please direct any questions to Christina Chalk at (202) 551-3263.
Sincerely,
Division of Corporation Finance
Office of Mergers & Acquisitions