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 25, 2023
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 25, 2023.
(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 2024. 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
84,484,094
1,821,703
55,983
3,262,310
Stephen Bowman
86,145,744
157,284
58,752
3,262,310
Yvette S. Butler
84,384,618
1,920,655
56,507
3,262,310
Jane P. Chwick
84,524,142
1,780,646
56,992
3,262,310
Kathleen DeRose
85,548,795
759,338
53,647
3,262,310
Hikmet Ersek
85,856,790
445,297
59,693
3,262,310
Ruth Ann M. Gillis
85,495,485
813,130
53,165
3,262,310
Heather Lavallee
86,187,062
143,198
31,520
3,262,310
Aylwin B. Lewis
84,421,896
1,881,912
57,972
3,262,310
Rodney O. Martin, Jr.
84,782,855
1,483,615
95,310
3,262,310
Joseph V. Tripodi
84,403,090
1,904,289
54,401
3,262,310
David Zwiener
83,862,497
2,459,682
39,601
3,262,310
Item 2 – Our stockholders approved, on an advisory basis, the compensation paid to the named executive officers.
For
Against
Abstentions
Broker Non-Votes
51,529,901
33,455,710
1,376,169
3,262,310
Item 3 – Our stockholders ratified the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for fiscal year 2023.
For
Against
Abstentions
85,855,296
3,713,847
54,947
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