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 26, 2022
VOYA FINANCIAL, INC.
(Exact name of registrant as specified in its charter)
Delaware
001-35897
No.
52-1222820
(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
Trading symbol
Name of each exchange on which registered
Common Stock, $.01 Par Value
VOYA
New York Stock Exchange
Depositary Shares, each representing a 1/40th
VOYAPrB
New York Stock Exchange
interest in a share of 5.35% Fixed-Rate Non-Cumulative Preferred Stock, Series B, $0.01 par value
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 26, 2022.
(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 ten directors to each serve a one-year term expiring at our annual meeting in 2023. 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
92,661,697
230,678
230,333
3,959,278
Yvette S. Butler
92,261,755
632,804
228,149
3,959,278
Jane P. Chwick
92,068,332
824,530
229,846
3,959,278
Kathleen DeRose
92,615,039
277,445
230,224
3,959,278
Ruth Ann M. Gillis
91,903,729
988,893
230,086
3,959,278
Aylwin B. Lewis
91,194,030
1,698,812
229,866
3,959,278
Rodney O. Martin, Jr.
91,510,711
1,226,876
385,121
3,959,278
Byron H. Pollitt, Jr.
92,613,254
279,459
229,995
3,959,278
Joseph V. Tripodi
92,095,861
796,241
230,606
3,959,278
David Zwiener
92,248,250
644,071
230,387
3,959,278
Item 2 – Our stockholders approved, on an advisory basis, the compensation paid to the named executive officers.
For
Against
Abstentions
Broker Non-Votes
88,883,356
3,981,118
258,234
3,959,278
Item 3 – Our stockholders ratified the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for fiscal year 2022.
For
Against
Abstentions
93,012,895
3,842,228
226,863
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/ Rachel Reid
Name: Rachel Reid
Title: Senior Vice President, Deputy General Counsel and Corporate Secretary