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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):
January 9, 2024
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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
On January 10, 2024, Voya Financial, Inc. (the “Company”) announced that Christine Hurtsellers, the Chief Executive Officer ("CEO") of Voya Investment Management ("IM"), has informed the Company of her decision to retire later this year.
In connection with her retirement, the Company and Ms. Hurtsellers have entered into an agreement, dated as of January 9, 2024, pursuant to which:
•Ms. Hurtsellers will continue as an employee to serve as a strategic advisor to IM and the Company in supporting the transition of her successor until her retirement later this year;
•For her role as an advisor, Ms. Hurtsellers will continue to receive a base salary (annualized at $300,000) in accordance with normal payroll practices and will remain eligible for annual incentive and long-term incentive awards payable in respect of services rendered in 2023; and
•Upon completion of such role, Ms. Hurtsellers will be eligible for an additional cash incentive award to be paid in 2025.
Item 7.01 Regulation FD Disclosure
On January 10, 2024, the Company issued a press release announcing the retirement of Christine Hurtsellers, the CEO of IM. The press release announcing Ms. Hurtsellers' retirement is furnished as Exhibit 99.1 to this Current Report on Form 8-K.
As provided in General Instruction B.2 of Form 8-K, the information provided pursuant to this Item 7.01 shall not be deemed to be “filed” for purposes of the Securities Exchange Act of 1934, as amended, or 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 filing.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
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/ My Chi To
Name: My Chi To
Title: Executive Vice President, Chief Legal Officer and Corporate Secretary
Dated: January 10, 2024