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):

June 13, 2022

VOYA FINANCIAL, INC.

(Exact name of registrant as specified in its charter)

Delaware	001-35897	No. 52-1222820
(State or other jurisdiction<br>of incorporation)	(Commission<br>File Number)	(IRS Employer<br>Identification Number)
230 Park Avenue
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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)
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☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b) of the Act:

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

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 7.01	Regulation FD Disclosure

On June 13, 2022, Voya Financial, Inc. (“Voya Financial” or the “Company”) announced that it has entered into a definitive agreement with Allianz Global Investors (“AllianzGI”) whereby Voya Financial will integrate certain assets and teams comprising the substantial majority of AllianzGI’s U.S. business with Voya Investment Management, LLC, the asset management business of Voya Financial. Additional details about this transaction can be found in a press release issued by the Company on June 13, 2022 and furnished as Exhibit 99.1 to this Form 8-K. The Company will also host a conference call on Monday, June 13, 2022 at 10 a.m. ET to discuss the transaction. The call can be accessed via Voya Financial’s investor relations website at http://investors.voya.com. Additional information on the financial impact of the transaction has been made available in a slide presentation on Voya Financial’s investor relations website at http://investors.voya.com, and which has been furnished as Exhibit 99.2 to this Form 8-K.

As provided in General Instruction B.2 of Form 8-K, the information and exhibits provided pursuant to this Item 7.01 shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall they be deemed to be incorporated by reference in any filing under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such a filing.

Item 9.01	Financial Statements and Exhibits
(d)	Exhibits
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99.1	Press Release of Voya Financial dated June 13, 2022 (furnished and not filed)
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99.2	Slide Presentation (furnished and not filed)
104	Cover Page Interactive Data File (embedded within the Inline XBRL document)

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/ Trevor Ogle
Name:	Trevor Ogle
Title:	Senior Vice President and Deputy General Counsel

Dated: June 13, 2022

EX-99.1

Exhibit 99.1

LOGO

Voya Financial announces definitive agreement with Allianz Global Investors

•	As previously announced, Voya to integrate specified Allianz Global Investors’ U.S. teams and associated<br>assets under management into Voya Investment Management; companies establish long-term strategic distribution partnership that will increase scale and reach of Voya Investment Management outside of the U.S.
•	Combination expected to provide immediate, 6% – 8% cash accretion to Voya’s adjusted operating earnings<br>per share and increase Voya Investment Management’s operating margin.
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•	Transaction requires no use of excess capital and preserves Voya’s future flexibility in achieving long-term<br>earnings per share growth.
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NEW YORK, June 13, 2022 — Voya Financial, Inc. (NYSE: VOYA) (“Voya”), announced today that it has entered into a definitive agreement with Allianz Global Investors (“AllianzGI”) whereby Voya will integrate certain assets and teams comprising the substantial majority of its U.S. business (“AGI U.S.”) with Voya Investment Management (“Voya IM”), the asset management business of Voya Financial. AllianzGI and Voya Financial initially announced on May 17, 2022 that the companies had entered into a memorandum of understanding regarding the strategic partnership.

“This transaction fully aligns with our company’s focus on growth and delivering greater value for all of our stakeholders,” said Rodney O. Martin, Jr., chairman and chief executive officer, Voya Financial, Inc. “We are particularly excited to embark on a highly strategic, long-term international distribution partnership with AllianzGI. In addition to the multiple financial benefits — including that the transaction is expected to be immediately accretive to adjusted operating earnings per share and improve Voya IM’s operating margin — this agreement will expand the scale and reach of Voya IM.”

Strategic partnership for global distribution, addition of talented investment teams

Through the transaction, Voya IM will integrate AGI U.S.’s talented, highly complementary and internationally established income and growth, fundamental equity, and private placement investment teams and the associated assets under management (AUM) into Voya IM. Voya IM will also add select distribution and business enablement teams from AGI U.S. On a pro forma basis and based on AUM as of March 31, 2022, Voya IM’s AUM would increase to approximately $370 billion.

In addition, Voya IM and AllianzGI have formed a long-term strategic distribution partnership whereby AllianzGI will distribute Voya IM’s investment strategies outside the U.S. and Canada. This arrangement will allow Voya IM to benefit from AllianzGI’s diverse, global reach, and enable Voya IM to offer its attractive U.S. asset-based investment strategies to an even larger client base. AllianzGI has more than 500 relationship managers in 19 locations across Europe and Asia-Pacific.

Following the transaction, Voya will hold a 76% economic stake and Allianz Group will hold a 24% economic stake in the combined asset manager.

Earnings accretion, margin improvement and continued financial flexibility for Voya

The transaction is expected to provide several financial benefits for Voya, including immediate, cash accretion to the company’s adjusted operating earnings per share (EPS), estimated at 6% – 8% for 2023. In addition, Voya IM’s adjusted operating margin is expected to increase to 30% – 32%.

The transaction requires no external financing or use of Voya’s excess capital, preserving Voya’s future flexibility and opportunities to achieve the company’s long-term adjusted operating EPS growth plans.

Expanded opportunities to serve the investment needs of a diverse client base

“With the combination of the highly complementary assets and talented teams of AGI U.S. with Voya IM and our new strategic distribution partnership with AllianzGI, we are excited about the opportunity to provide diverse investment strategies that meet the needs of an even larger, more global client base,” said Christine Hurtsellers, chief executive officer, Voya IM. “Voya IM’s expertise in fixed income, including private strategies, and alternative investments — combined with the income and growth, fundamental equity and private placement capabilities of AGI U.S. — will make for an even stronger value proposition for our clients. We are well positioned to serve investors and advisors who seek the expertise, insights and track records that come from our firms’ shared investment approach and commitment to active asset management.”

The partnership would further diversify Voya IM’s client base by adding international and retail clients to Voya IM’s already strong reach among U.S. institutional investors and advisors. As a result of the transaction, non-U.S. clients would represent approximately 30% of AUM managed by Voya IM, up from approximately 10% as of March 31, 2022. Retail clients would also expand to approximately 40% of AUM.

Hurtsellers and Voya IM’s chief investment officers will continue in their roles leading Voya IM and its investment platforms, respectively. This will ensure continuity of Voya IM’s investment approach and strategy, which includes leveraging Voya’s award-winning, ethical culture, as well as the firm’s investments in data, analytics and technology to meet the increasing needs of its clients.

Additional terms and expected timing

The terms of the transaction provide robust protection for Voya against any and all legal or regulatory liabilities related to AllianzGI’s other business activities, including all activities in the U.S. prior to the close of the transaction. The terms also provide certain protections for attrition of assets.

Voya and AllianzGI expect the transaction to close no later than July 25, 2022, at which time Voya will have full operational control of the business.

Goldman Sachs & Co. LLC is serving as financial advisor and Cleary Gottlieb Steen & Hamilton LLP is serving as legal counsel to Voya in connection with this transaction. PJT Partners is also providing certain advisory services in connection with the transaction.

Conference call and slide presentation

Voya will host a conference call on Monday, June 13, 2022, at 10 a.m. ET to discuss the transaction. The call and a slide presentation on the transaction can be accessed via the company’s investor relations website at investors.voya.com. A replay of the call will be available on the company’s investor relations website at investors.voya.com starting at 1 p.m. ET on June 13, 2022.

Media Contact:	Investor Contact:
Christopher Breslin	Michael Katz
(212) 309-8941	(212) 309-8999
Christopher.Breslin@voya.com	IR@voya.com

About Voya Financial^®^

Voya Financial, Inc. (NYSE: VOYA), is a leading health, wealth and investment company that provides products, solutions and technologies that help Americans become well planned, well invested and well protected. Serving the needs of 14.3 million individual, workplace and institutional clients, Voya has approximately 6,000 employees and had $707 billion in total assets under management and administration as of March 31, 2022. Certified as a “Great Place to Work” by the Great Place to Work^®^ Institute, Voya is purpose-driven and is equally committed to conducting business in a way that is socially, environmentally, economically and ethically responsible. Voya has earned recognition as: one of the World’s Most Ethical Companies^®^ by the Ethisphere Institute; a member of the Bloomberg Gender-Equality Index; and a “Best Place to Work for Disability Inclusion” on the Disability Equality Index. For more information, visit voya.com. Follow Voya Financial on Facebook, LinkedIn and Twitter @Voya.

Forward-Looking and Other Cautionary Statements

This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. The company does not assume any obligation to revise or update these statements to reflect new information, subsequent events or changes in strategy. Forward-looking statements include statements relating to future developments in our business or expectations for our future financial performance and any statement not involving a historical fact. Forward-looking statements use words such as “anticipate,” “believe,” “estimate,” “expect,” “intend,” “plan,” and other words and terms of similar meaning in connection with a discussion of future operating or financial performance. Actual results, performance or events may differ materially from those projected in any forward-looking statement due to, among other things, (i) general economic conditions, particularly economic conditions in our core markets, (ii) performance of financial markets, (iii) the frequency and severity of insured loss events, (iv) the effects of natural or man-made disasters, including pandemic events and specifically the current COVID-19 pandemic event, (v) mortality and morbidity levels, (vi) persistency and lapse levels, (vii) interest rates, (viii) currency exchange rates, (ix) general competitive factors, (x) changes in laws and regulations, such as those relating to Federal taxation, state insurance regulations and NAIC regulations and guidelines, (xi) changes in the policies of governments and/or regulatory authorities, (xii) our ability to successfully manage the separation of our individual life business on the expected timeline and economic

terms, (xiii) our ability to successfully complete the proposed transaction with AllianzGI on the expected economic terms or at all, and (xiv) our ability to realize the expected benefits from the proposed transaction. Factors that may cause actual results to differ from those in any forward-looking statement also include those described under “Risk Factors” and “Management’s Discussion and Analysis of Results of Operations and Financial Condition (“MD&A”) – Trends and Uncertainties” in our Annual Report on Form 10-K for the year ended Dec. 31, 2021, as filed with the Securities and Exchange Commission (“SEC”) on Feb. 22, 2022 and in our Quarterly Report on Form 10-Q for the three months ended March 31, 2022, filed with the SEC on May 5, 2022.

VOYA-IR VOYA-CF VOYA-IM

#

EX-99.2

Exhibit 99.2 Voya Financial Announces Transaction with Allianz Global Investors June 13, 2022

Forward-Looking and Other Cautionary Statements This presentation and the remarks made orally contain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. The company does not assume any obligation to revise or update these statements to reflect new information, subsequent events or changes in strategy. Forward-looking statements include statements relating to future developments in our business or expectations for our future financial performance and any statement not involving a historical fact. Forward-looking statements use words such as “anticipate,” “believe,” “estimate,” “expect,” “intend,” “plan,” and other words and terms of similar meaning in connection with a discussion of future operating or financial performance. Actual results, performance or events may differ materially from those projected in any forward-looking statement due to, among other things, (i) general economic conditions, particularly economic conditions in our core markets, (ii) performance of financial markets, (iii) the frequency and severity of insured loss events, (iv) the effects of natural or man-made disasters, including pandemic events and specifically the current COVID-19 pandemic event, (v) mortality and morbidity levels, (vi) persistency and lapse levels, (vii) interest rates, (viii) currency exchange rates, (ix) general competitive factors, (x) changes in laws and regulations, such as those relating to Federal taxation, state insurance regulations and NAIC regulations and guidelines, (xi) changes in the policies of governments and/or regulatory authorities, (xii) our ability to successfully manage the separation of our individual life business on the expected timeline and economic terms, and (xiii) our ability to successfully complete a strategic partnership transaction with AllianzGI on the expected economic terms or at all. Factors that may cause actual results to differ from those in any forward-looking statement also include those described under “Risk Factors” and “Management’s Discussion and Analysis of Results of Operations and Financial Condition (“MD&A”) – Trends and Uncertainties” in our Annual Report on Form 10-K for the year ended Dec. 31, 2021, as filed with the Securities and Exchange Commission (“SEC”) on Feb. 22, 2022 and in our Quarterly Report on Form 10-Q for the three months ended March 31, 2022, filed with the SEC on May 5, 2022. This presentation and the remarks made orally contain certain non-GAAP financial measures. Non-GAAP measures include Adjusted Operating Earnings, Adjusted Operating Return on Capital, Adjusted Operating Margin, and Adjusted debt-to-capital ratio. Information regarding these and other non-GAAP financial measures, including reconciliations to the most directly comparable GAAP financial measures, is provided in our quarterly earnings press releases and in our quarterly investor supplements, all of which are available at the Investor Relations section of Voya Financial’s website at investors.voya.com. 2

Transaction with Allianz Global Investors is Highly Strategic Expands international distribution through long-term strategic partnership with Allianz Global Investors (AllianzGI) Addition of complementary strategies and scale that diversifies client mix across retail and institutional, and U.S. and international 1 Immediately cash accretive to Voya, 6% - 8% 2 Improves margin profile for Voya IM to 30% - 32% 1 Estimation to 2023 EPS on a cash basis. 2 Excluding notable items. 3

Transaction Overview 1 ◼ Voya IM AUM increases to approximately $370 billion on a pro forma basis Accelerates ◼ Substantially enhances international reach through strategic distribution partnership Voya IM’s growth ◼ Adds talented, highly complementary income and growth, fundamental equity, and private plans and adds placement investment teams in the U.S. scale ◼ Significantly diversifies client mix across retail, institutional, U.S. and international ◼ Following the transaction, Voya will hold a 76% economic stake and Allianz Group will hold a 24% economic stake in the combined asset manager Transaction ◼ Voya protected against AUM attrition structure provides ◼ No exposure to AllianzGI legacy litigation issues favorable terms ◼ No external financing or use of Voya’s excess capital ◼ Immediately cash accretive, 6% - 8% to adjusted operating earnings per share in 2023 Multiple financial 2 3 ◼ Investment Management adjusted operating margin to increase from 26% to 30% - 32% benefits ◼ Continued flexibility to generate further shareholder value and support our EPS growth plans Timing◼ Transaction expected to close in July 2022, at which time Voya will have full operational control 1 AUM data as of 31-Mar-2022. 2 1Q’22 Adjusted Operating Margin TTM, excluding notable items (excess alts/prepays and other items listed on slide 17 of the first quarter 2022 Investor Presentation). 3 Excluding notable items. 4

Financially Compelling Transaction ($ in millions, unless otherwise stated) 1 6% to 8% Highly Accretive to ◼ Immediately accretive to cash EPS Key Financial Metrics EPS Accretion Voya IM Adjusted Operating Margin 2 3 Attractive Pro Forma ◼ Transaction improves Margin profile 26% 30% to 32% Operating Margin for Voya IM Pro Forma ◼ Preserves excess capital position and $0.9 Billion Maintain Financial no impact to share repurchase Q1 2022 Excess Capital Flexibility program 1 Estimation to 2023 EPS on a cash basis. 2 1Q’22 Adjusted Operating Margin TTM, excluding notable items (excess alts/prepays and other items listed on slide 17 of the first quarter 2022 Investor Presentation). 3 Excluding notable items. 5

Appendix 6

Long-Term International Distribution Partnership with a Leading Global Asset Manager EMEA APAC • 11 Locations • 8 Locations • 315 Relationship Managers • 191 Relationship Managers 1 1 • 53% Retail Distribution • 68% Retail Distribution Europe • Brussels • Frankfurt • Asia Pacific • Hong Kong • London • Luxembourg • Madrid • Kaohsiung • Shanghai • Milan • Munich • Paris • Rotterdam Singapore • Taichung • Taipei • • Stockholm • Zurich Tokyo • Sydney 2 Voya IM Non-US client base to grow from 9% to 27% 1 Represents the percentage of retail AUM in distribution channel for AGI in EMEA and APAC regions as of 31-Dec-2021. 2 AUM data as of 31-Mar-2022. 7

AllianzGI US Transferring Diversified Assets to Voya IM 1 1 1 Pro Forma Voya IM AllianzGI US $253 Billion $373 Billion $120 Billion Money Market Money Market Alts & Other Alts & Other Alts & Other 1% 1% 8% 10% 13% Equity Equity Equity 23% 31% 48% Fixed Fixed Fixed Income Income Income 59% 69% 38% GA GA Institutional 15% Institutional 10% Institutional 33% 57% 49% Retail Retail Retail 67% 41% 28% Non-US 9% Non-US Non-US 27% 66% US 34% US US 73% 91% 1 AUM data as of 31-Mar-2022. 8 By Geography By Client Type By Asset Class