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 22, 2025

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)
200 Park Avenue
New York	New York		10166
(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 22, 2025.

(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 twelve directors to each serve a one-year term expiring at our annual meeting in 2026. 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	87,099,334	1,173,380	40,479	3,682,829
S. Biff Bowman	87,932,275	340,385	40,533	3,682,829
Yvette S. Butler	87,808,549	463,518	41,126	3,682,829
Jane P. Chwick	86,596,936	1,587,188	129,069	3,682,829
Kathleen DeRose	87,578,615	693,844	40,734	3,682,829
Hikmet Ersek	87,138,121	1,134,805	40,267	3,682,829
Ruth Ann M. Gillis	86,972,518	1,298,470	42,205	3,682,829
Heather Lavallee	87,922,252	348,953	41,988	3,682,829
Robert G. Leary	87,114,014	1,156,265	42,914	3,682,829
Aylwin B. Lewis	86,965,219	1,220,986	126,988	3,682,829
William J. Mullaney	87,727,192	545,549	40,452	3,682,829
Joseph V. Tripodi	83,861,288	4,411,435	40,470	3,682,829

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

For	Against	Abstentions	Broker Non-Votes
86,792,059	1,399,939	121,195	3,682,829

Item 3 – Our stockholders ratified the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for fiscal year 2025.

For	Against	Abstentions
89,709,623	2,227,908	58,491

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/ Julie Watson

Name: Julie Watson

Title: Vice President, Counsel and Corporate Secretary

Dated: May 22, 2025