8-K - VOYA - Equibles

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): May 23, 2024

VOYA FINANCIAL, INC.

(Exact name of registrant as specified in its charter)

Delaware		001-35897	No.
(State or other jurisdiction of incorporation)		(Commission File Number)	(IRS Employer Identification Number)
230 Park Avenue
New York	New York		10169
(Address of principal executive offices)			(Zip Code)

Registrant’s telephone number, including area code: (212) 309-8200

N/A

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Name of each exchange on which registered
Common Stock, .01 Par Value	New York Stock Exchange
Depositary Shares, each representing a 1/40th	New York Stock Exchange
interest in a share of 5.35% Fixed-Rate Non-Cumulative Preferred Stock, Series B, 0.01 par value

All values are in US Dollars.

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.07 Submission of Matters to a Vote of Security Holders

(a) The Annual Meeting of Stockholders (the “Annual Meeting”) of Voya Financial, Inc. (the “Company”) was held on May 23, 2024.

(b) The results of the matters submitted to a stockholder vote at the Annual Meeting were as follows:

Item 1 – Election of Directors: Our stockholders elected the following eleven directors to each serve a one-year term expiring at our annual meeting in 2025. Each director will hold office until his or her successor has been elected and qualified or until the director’s earlier resignation or removal.

	For	Against	Abstentions	Broker Non-Votes
Lynne Biggar	93,030,179	1,111,547	41,688	3,395,547
Stephen Bowman	93,945,856	195,423	42,135	3,395,547
Yvette S. Butler	92,116,382	2,026,020	41,012	3,395,547
Jane P. Chwick	91,665,808	2,476,191	41,415	3,395,547
Kathleen DeRose	93,401,916	740,491	41,007	3,395,547
Hikmet Ersek	92,321,690	1,819,456	42,268	3,395,547
Ruth Ann M. Gillis	93,221,400	920,738	41,276	3,395,547
Heather Lavallee	93,955,600	190,291	37,523	3,395,547
Robert G. Leary	93,037,490	1,101,509	44,415	3,395,547
Aylwin B. Lewis	92,085,409	2,053,426	44,579	3,395,547
Joseph V. Tripodi	91,969,084	2,172,723	41,607	3,395,547

Item 2 – Our stockholders approved, on an advisory basis, the compensation paid to the named executive officers.

For	Against	Abstentions	Broker Non-Votes
92,525,549	1,595,967	61,898	3,395,547

Item 3 – Our stockholders approved the adoption of the Company's 2024 Omnibus Incentive Plan.

For	Against	Abstentions	Broker Non-Votes
87,426,344	6,716,691	40,379	3,395,547

Item 4 – Our stockholders voted, on an advisory basis, on the frequency with which we will conduct the advisory vote on executive compensation.

1 Year	2 Years	3 Years	Abstentions	Broker Non-Votes
91,652,739	12,640	2,472,615	45,420	3,395,547

Item 5 – Our stockholders ratified the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for fiscal year 2024.

For	Against	Abstentions
94,183,720	3,351,776	43,465

(d) In light of the results of the advisory vote on the frequency of future advisory votes on executive compensation, the Company will hold an advisory vote on executive compensation annually until the next advisory vote on the frequency of stockholder votes on the compensation of executives, which will occur no later than the Company's annual meeting in 2030.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Voya Financial, Inc. (Registrant)

By: /s/ My Chi To

Name: My Chi To

Title: Executive Vice President, Chief Legal Officer and Corporate Secretary

Dated: May 24, 2024