SEC Comment Letter 0000000000-23-003393 to GENWORTH FINANCIAL INC (GNW) (CIK 0001276520) (GNW)
GENWORTH FINANCIAL INC (GNW) (CIK 0001276520)
Date: April 4, 2023 · CIK: 0001276520 · Accession: 0000000000-23-003393
AI Filing Summary & Sentiment
Referenced dates: April 4, 2023
Letter
United States securities and exchange commission logo April 4, 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 Response Letter dated April 4, 2023 SEC File No. 1-32195 Dear Kai Liekefett: We have reviewed your filing and have the following comment. 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. Response letter dated April 4, 2023 Election of Directors, page 101 1.We note the disclosure in this section of the preliminary proxy statement regarding the plurality voting standard for contested elections as it relates to Mr. Klarquist's director nomination. Please revise here and where appropriate in the proxy statement to explain the Company's determination, as outlined in your response letter dated April 4, 2023, that a plurality voting standard applies here, where Mr. Klarquist has not included an affirmative representation of compliance with the requirements of Rule 14a-19 with respect to his solicitation. Your revised disclosure should explain how the Company interprets the specific applicable bylaw provisions to reach this conclusion, as presented in your April 4, 2023 response letter. In addition, the revised proxy statement should explain that whether a nominating shareholder states that it will or will not comply with Rule 14a- 19(b)(3)'s minimum solicitation requirement, an election may be contested for purposes of the Company's amended bylaws, and would thus be subject to a plurality versus a majority voting standard. 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 4, 2023 Page 2 FirstName LastName Kai Liekefett Sidley Austin LLP April 4, 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 4, 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
Response Letter dated April 4, 2023
SEC File No. 1-32195
Dear Kai Liekefett:
We have reviewed your filing and have the following comment. 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.
Response letter dated April 4, 2023
Election of Directors, page 101
1.We note the disclosure in this section of the preliminary proxy statement regarding the
plurality voting standard for contested elections as it relates to Mr. Klarquist's director
nomination. Please revise here and where appropriate in the proxy statement to explain
the Company's determination, as outlined in your response letter dated April 4, 2023, that
a plurality voting standard applies here, where Mr. Klarquist has not included
an affirmative representation of compliance with the requirements of Rule 14a-19 with
respect to his solicitation. Your revised disclosure should explain how the Company
interprets the specific applicable bylaw provisions to reach this conclusion, as presented in
your April 4, 2023 response letter. In addition, the revised proxy statement should explain
that whether a nominating shareholder states that it will or will not comply with Rule 14a-
19(b)(3)'s minimum solicitation requirement, an election may be contested for purposes of
the Company's amended bylaws, and would thus be subject to a plurality versus a majority
voting standard.
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 4, 2023 Page 2
FirstName LastName
Kai Liekefett
Sidley Austin LLP
April 4, 2023
Page 2
Please direct any questions to Christina Chalk at (202) 551-3263.
Sincerely,
Division of Corporation Finance
Office of Mergers & Acquisitions