This is the Genworth 2026 Annual Meeting of Stockholders. My name is Tina, and I will be the operator of the meeting and will be assisting the speakers this morning. I will now turn the meeting over to Melina Higgins, Genworth's Non-Executive Chair of the Board.
Thank you, Tina. Good morning. On behalf of Genworth, I would like to welcome you to the 2026 Annual Meeting of Stockholders. For your reference, we are sharing a few slides to accompany our remarks today. They are available on the platform that is hosting this meeting, and you can also find them on the Posted Investor Relations section of our public website, genworth.com. In accordance with our bylaws, I will preside over this meeting, and Mike McCullough, Genworth's Corporate Secretary will serve as Secretary of the meeting. You will also hear today from Tom McInerney, Genworth's President and CEO. I'd like to review our board's director nominees, each of whom is participating in today's virtual meeting. Genworth stockholders have the opportunity to elect the members of our board each year.
The board's director nominees are, including myself, Kent Conrad, Karen Dyson, Jill Goodman, Melina Higgins, Tom McInerney, Genworth's CEO and President, Howard Mills, Bob Restrepo, Elaine Sarsynski, Ramsey Smith, and Steve Van Wyk. We also have Genworth's senior management team participating in today's virtual meeting, including Jerome Upton, who serves as Genworth's Chief Financial Officer. Jerome, along with Brett Endler from KPMG, the corporation's independent public accounting firm, will be available to make statements and respond to questions if necessary. Lastly, I would note that Mr. McInerney, Mr. Upton, and Mr. McCullough are the holders of the proxies solicited by the board for this meeting. Mike, please address the rules of conduct for the annual meeting and confirm that the meeting has been duly called and that a quorum is present.
Thank you, Melina. The agenda and the rules of conduct for today's annual meeting are available on the virtual meeting site. In addition, elements of management's remarks made today may be forward-looking in nature and are based on our current views of our businesses and the market environment. You can find a description of the risks that we face in the Risk Factors section of our most recent annual report on Form 10-K. Management may also make reference to some non-GAAP financial measures. Definitions of these measures and the required reconciliations to GAAP are set forth in our earnings presentation and financial supplements for the first quarter of 2026, as well as in the presentation for today's meeting. These materials are available on Genworth's public website. The notice requirements for the 2026 Annual Meeting of Stockholders have been satisfied.
The board fixed March 23rd, 2026, as the record date for this meeting. An affidavit of mailing from a representative of Broadridge Financial Solutions is with the Inspector of Election. The affidavit confirms the distribution of the 2026 meeting notice, the proxy statement, and the 2025 annual report to the stockholders entitled to these materials. The Inspector of Elections has also in his possession a list of the corporation stockholders of record as of the record date. Michael Barbera from First Coast Results is serving as the Inspector of Election and has taken an oath of office. Based on a preliminary tabulation, our proxy solicitor, Georgeson, has informed us that holders of approximately 90% of the shares of common stock outstanding on the record date are present in person or by proxy.
Such shares constitute a majority in voting power of the outstanding shares entitled to vote at this meeting, and accordingly, a quorum for the transaction of business at this meeting is present. This concludes my report.
Thank you, Mike. With the holders of the majority of outstanding shares entitled to vote at this meeting, present in person or by proxy, I declare this meeting to be duly convened for the purpose of transacting such business as may properly come before it. The polls will open when all the proposals to be voted on at this meeting have been presented, and the polls will close immediately prior to the preliminary voting report. Genworth continued to build on its momentum in 2025, thanks to the hard work and dedication of our management team, associates, and board of directors. Throughout the year, we made meaningful progress against our strategic priorities as we focused on disciplined execution, advancing our mission to help families navigate the aging journey with confidence and enhancing shareholder value. In 2025, Genworth returned significant value to stockholders, supported by strong capital returns from Enact.
In September, the board authorized a new $350 million share repurchase program, underscoring our confidence in Genworth's strategy and financial position. We also continued to make important progress with CareScout, which is central to Genworth's long-term growth strategy. CareScout is a comprehensive aging care platform to help aging adults and their families navigate a fragmented and often difficult care landscape with greater confidence. This platform brings together a comprehensive set of solutions, expert guidance supported by data, technology, and Genworth's extensive claims experience while maintaining the human connection that families need when making important care decisions. At the same time, Genworth continued to actively manage its closed block life insurance businesses with a focus on policyholder service and self-sustainability. The multi-year rate action program remains an important element of the closed block's ability to ensure its self-sustainability. Tom will discuss Genworth's 2025 performance in greater detail.
From the board's perspective, we are pleased with the company's continued strategic execution and the progress being made across the enterprise. Strong governance remains foundational to Genworth's ability to deliver on its strategy. During the year, we engaged proactively with stockholders, offering meetings to entities and individuals collectively representing over 60% of our stockholder base. We sought targeted feedback on topics including capital allocation priorities, sustainability, executive compensation, performance measures, and board oversight of emerging technology initiatives. These discussions provide valuable input, and the insights gained through our stockholder engagement are used to shape our governance practices and long-term priorities. This helps to ensure that our governance, strategic focus, and disclosures continue to align with the expectations of our investors and other stakeholders. Genworth benefits from a strong and engaged board that is focused on supporting management as the company continues to build CareScout and enhance shareholder value.
Our directors bring an array of skills, deep expertise, and diverse perspectives that are critical to providing the effective oversight and supporting Genworth's growth strategy. A key part of that oversight is our ongoing focus on succession planning for Genworth's CEO and senior executives. The board understands the importance of a high-performing leadership team to our continued success, as well as the role that effective short-term contingency and long-term succession plans have in ensuring effectiveness and continuity in that team. At least annually, we review and discuss potential CEO successors in cases of both orderly and emergency transition, as well as the succession plans for other senior management talent. To support those plans, the board is intentional about spending time with potential successors in both structured and informal settings throughout the year.
As we look ahead, technology will continue to be a critical enabler of Genworth's strategy, including supporting CareScout's growth and enhancing the resilience of our legacy businesses. In 2025, Genworth appointed a chief information officer to help drive transformational change and deliver a more human-centered, digitally enabled experience across our businesses. The board also added a new director with significant experience in technology, artificial intelligence, data, and cybersecurity. We created a special technology committee in 2025 to assist the board in its oversight responsibilities related to Genworth's technology initiatives, including artificial intelligence, technology strategy, investments, innovation, and the company's data security and cybersecurity program. In February 2026, in recognition of the strategic importance of these areas, the board transitioned the committee into a permanent standing committee.
The board is also devoting time and training to technology and artificial intelligence, including director education sessions designed to support effective oversight as these areas continue to evolve. We are pleased with the company's achievements over the past several years and encouraged by the progress made in 2025. Looking ahead, we are confident in Genworth's future as the company continues to deliver on its mission to empower more families to navigate the aging journey with confidence. I would like to thank my fellow board members, Tom and the management team, and all Genworth associates for their commitment and dedication. I would also like to thank our customers and policyholders for their continued trust and our stockholders for their engagement and support. Now I'll turn the meeting over to Tom, who will offer some additional remarks. Thank you.
Thank you, Melina. Good morning, everyone. We're pleased to have you join us today. I'm proud to highlight another year of strong strategic execution and business performance at Genworth as we continue to create value for our stockholders, associates, policyholders, and customers. In 2025, Genworth reported U.S. GAAP net income of $223 million and adjusted operating income excluding the closed block of $461 million. Results were led by strong performance from our majority-owned mortgage insurance subsidiary, Enact, which contributed $558 million of adjusted operating income to Genworth. Throughout the year, we continued to execute against our three strategic priorities. First, we continued to create shareholder value through Enact's strong financial performance, market value growth, and significant cash flow generation. Enact's outstanding results and strong capital returns have been critical to the achievement of Genworth's overall financial and strategic objectives.
Enact's strong cash flow has allowed Genworth to return significant capital to shareholders, reduce its debt, maintain a strong balance sheet, and invest in future growth in CareScout. Genworth repurchased over 30 million shares for approximately $245 million in 2025. From the inception of our repurchase program in 2022 through May 15th, 2026, we have repurchased 139 million shares at an average price of $6.42 and reduced our outstanding shares by approximately 25%, from 511 million to 381 million shares. Genworth shareholders have benefited significantly from our ownership of Enact and our share repurchase program, as evidenced by the 139% increase in our share price over the last five years.
Genworth's performance has been significantly better than peers, as shown on slide 11. While most of our shareholders support Genworth's 81% ownership of Enact, we have received a few questions about the potential for a future spin-off of Enact to shareholders.
We continue to review strategic options for our ownership of Enact on an ongoing basis. For several reasons, we have concluded that a spin-off of Enact to Genworth shareholders is not viable until the CareScout businesses become profitable and are able to return capital to shareholders. At that point, the Genworth Board of Directors would then be in a position to make a determination as to whether it is in the best interest of Genworth Stockholders to retain Enact or spin it off. Let me now turn to an update on CareScout, where we are focused on driving future growth with innovative, consumer-focused aging care services and funding solutions. We made significant progress advancing CareScout in 2025 as we continued building a differentiated platform designed to help families understand, find, and fund quality aging care.
Within services, we expanded the CareScout Quality Network to more than 1,000 home care locations nationwide, reaching approximately 97% coverage of the U.S. census population aged 65 and older. We also completed the acquisition of Seniorly, a leading platform with a broad network of senior living communities that helps families navigate care planning and placement. Seniorly expands CareScout's direct-to-consumer reach and broadens our senior living network. Integration efforts are progressing well, including credentialing work across major senior living providers. In the fourth quarter, we launched Care Assurance, CareScout's inaugural standalone long-term care insurance product. We are encouraged by the early engagement we are seeing from distributors as we continue to educate the market.
At the same time, we continue developing a broader set of long-term care funding solutions, including a worksite offering and a hybrid LTC annuity product designed to provide additional flexibility and accessibility for consumers planning for retirement and future care needs. We believe the need for these solutions will continue to grow meaningfully over time. Demand for aging care solutions continues to increase as the 70 million baby boomers age, while the cost of care remains a growing challenge for many American families. We are also encouraged by the continued dialogue in Washington around developing sustainable public-private solutions to help Americans afford the rising cost of long-term care. Genworth and CareScout will continue to engage constructively in these discussions. Our third strategic priority is maintaining the self-sustainability of our Closed Block business.
We continue to deploy our Multi-Year Rate Action Plan, or MYRAP, along with other risk mitigation initiatives, to support the sustainability of our customer-centric LTC life and annuity legacy businesses. In 2025, we achieved $209 million in premium rate increases through our MYRAP. Since 2012, the program has generated approximately $34.5 billion in estimated net present value through March 31, 2026. The MYRAP remains our most effective tool to stabilize our legacy LTC policy Closed Block, and it remains vital to the long-term financial health of the Closed Block. We will continue to execute this program alongside other innovative risk reduction strategies to advance this priority. Across Genworth, we are using technology and artificial intelligence to increase productivity, enhance how we operate, serve policyholders, and scale CareScout over time. We are leveraging AI as a core enabler across the company.
Our initiatives include improving efficiencies in claim management, enhancing the policyholder and customer experience, and supporting the long-term scalability of CareScout. Importantly, our approach remains grounded in technology-enabled, human-centered support that policyholders and families can rely on throughout the aging journey. We also continue to maintain a disciplined approach to AI deployment, supported by robust cybersecurity protections and governance frameworks designed to safeguard policy data and sensitive information. We are proud of the strategic, operational, and financial progress we achieved in 2025. As we move through 2026, we believe Genworth has strong momentum across our businesses, led by Enact, with increasing financial flexibility, a growing CareScout platform, and a clear long-term strategy focused on helping millions of Americans navigate the aging journey with confidence.
The opportunities ahead of us are significant, and I remain confident in our team's ability to continue achieving important milestones, delivering for our stakeholders, and creating long-term shareholder value. Thank you to our stockholders for your continued support and confidence in Genworth, and thank you to our associates for your dedication, commitment, and focus on serving our policyholders and customers every day. With that, I'd like to turn it back over to Melina Higgins.
Thank you, Tom, for those remarks. Mike, please present the proposals to be voted on at this meeting. We will take any questions about the proposals after they have all been presented.
There are four proposals to be voted on at this meeting. The first proposal is the election of 10 directors named in the proxy statement. The board of directors recommends the election of the following persons as directors of the corporation: Kent Conrad, Karen Dyson, Jill Goodman, Melina Higgins, Tom McInerney, Howard Mills, Bob Restrepo, Elaine Sarsynski, Ramsey Smith, and Steve Van Wyk. The second proposal is an advisory vote to approve our named executive officer compensation. The third proposal is a vote to approve the 2026 Associate Stock Purchase Plan. The fourth proposal is the ratification of the audit committee's selection of KPMG LLP as the corporation's independent registered public accounting firm for 2026. As stated in the proxy statement, the board recommends that stockholders vote for each of the board's director nominees and for proposals two, three, and four.
Thank you, Mike. I hereby declare the polls open at 9:20 A.M. on May 20th, 2026, for all proposals properly brought before the meeting. Holders of Genworth common stock as of March 23, 2026, the record date for the annual meeting, or their duly authorized proxies, can vote electronically on the website until the polls are closed. The Inspector of Election will not accept votes or proxies, or any changes or revocations submitted after the closing of the polls. If you have already voted, you do not need to vote today unless you would like to change your vote. We will now address questions that were submitted on the meeting website regarding the specific proposals to be voted on at this meeting. We will address questions of a more general nature after we conclude the formal business portion of the meeting.
If you have a question about the proposals, please follow the instructions provided on the virtual meeting screen to submit it during the meeting. We direct your attention to the rules of conduct for today's Annual Meeting, which are available on the virtual meeting site and contain rules applicable to this Q&A session. I will ask Amy Rein, Genworth's Corporate Communications Leader, to help moderate the questions. Amy, please review the questions that we have received that are related to the proposals.
Thanks, Melina. We did receive some general questions that we will get to later in the meeting, but we have not received any questions related to the proposals. That concludes this portion of the Q&A session.
Thank you, Amy. I hereby declare the polls closed at 9:21 A.M. on May 20, 2026. Mike, please present the preliminary results of voting.
Based on a preliminary tabulation by our proxy solicitor, Georgeson, we can report once again that our director nominees and our proposals have all received very strong support. Each of the board's director nominees has received well in excess of a majority of the votes cast in favor of his or her election. In addition, the advisory vote on the compensation of our named executive officers has been approved by the affirmative vote of a majority of shares of common stock present at the meeting in person or by proxy and entitled to vote on the matter. The vote to approve the 2026 Genworth Financial, Inc. Associate Stock Purchase Plan has been approved by the affirmative vote of a majority of shares of common stock present at the meeting in person or by proxy and entitled to vote on the matter.
The ratification of the selection of KPMG LLP as the corporation's independent registered public accounting firm for 2026. Shares of common stock present at the meeting in person or by proxy and entitled to vote on the matter.
Thank you, Mike. The final voting results will be set forth in the report of the Inspector of Election and will be included in the minutes of the meeting and posted on Genworth's public website. The final results will also be reported in a Form 8-K that the corporation will file in due course. That concludes the formal portion of the 2026 Genworth Annual Meeting of Stockholders. With that portion now adjourned, let me now open the floor for general questions about our company. We direct your attention again to the rules of conduct for today's annual meeting, which are available on the virtual meeting site and contain rules applicable to this Q&A session. I'll ask Amy Rein to moderate this session as well. Amy?
Thank you, Melina. We will try to respond to as many submitted questions as possible. To help with this, we may combine some questions that deal with the same or related topics. As a reminder, if stockholders have questions that are not addressed during this session, they can email them to investorinfo@genworth.com. We've received two questions from Scott Klarquist, a Genworth stockholder, regarding the constraints on a potential Enact spinoff, particularly in light of a potential recovery in connection with the AXA litigation. The questions are, one, if Genworth were to receive proceeds sufficient to pay down holding company debt and maintain appropriate liquidity, how should investors think about the validity of prior statements that the parent could not meet its obligations or stand on its own without Enact?
Two, what are the regulatory considerations for a potential spinoff, including which regulators would be involved and whether their focus would primarily be on the parent's standalone financial resilience or on broader access to capital from regulated subsidiaries? Tom, do you want to address these questions?
Thank you, Amy. I'll separate my remarks based on the two questions. Regarding the first question, we talk to shareholders regularly. Most shareholders consider Enact to be a very key business for Genworth and do not want us to use Enact's proceeds to exclusively reduce debt. Shareholders agree with Genworth's capital allocation priorities, which are to repurchase shares, invest in CareScout, and opportunistically reduce debt. The substantial increase in Genworth's share price over the last five years indicates shareholder support for capital deployment strategy. Most shareholders also understand that a spin-off of Enact is not viable until CareScout is able to return capital to Genworth. In regard to the second question, the regulatory environment in which we operate would make an attempted tax-free Enact spin an unattractive option as far as shareholder value. A tax-free spin of Enact would require approval from the North Carolina Department of Insurance.
However, we know that our other regulators would have concerns with this transaction and the impact on the overall financial health of the enterprise. Based on our experience, we believe our other regulators would apply pressure on North Carolina to require a material capital infusion into the closed block as a condition for approval of the spin-off of Enact. That would have a number of consequences adverse to shareholders' interests. First, it would be inconsistent with our repeated comment that we will put no capital in and take no capital out of the closed block. Second, the only source to generate a capital infusion into the closed block would be the sale of a significant stake of Enact, leaving significantly less than 81% of Enact shares available to spin to shareholders. As a result, that spin would then also be a taxable transaction.
Third, it would eliminate the continued pursuit of the CareScout growth opportunities. For a variety of reasons, an Enact spin-off is simply not viable at this time. As I have said many times before, the board will continue to review all strategic options for Genworth, including a tax-free spin of Enact on an ongoing basis.
There are no more questions. That concludes the general Q&A portion of today's meeting. Thank you for attending today's meeting. We very much appreciate your interest and input. All of us at Genworth thank our stockholders for their support this past year, and we wish everyone a safe and healthy remainder of the year. This now concludes the 2026 Genworth Annual Meeting of Stockholders, and the meeting is now adjourned.
Genworth's Annual Stockholder Meeting has now concluded. Thank you for attending today's presentation. You may now disconnect.