Form 8-K/A - Current report: [Amend]

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K/A

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 23, 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: [phone]

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. ☐ 

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EXPLANATORY NOTE

This current report on Form 8-K/A (the "Amendment") amends the current report on Form 8-K dated May 23, 2024 filed by Voya Financial, Inc. (the "Company") with the U.S. Securities and Exchange Commission (the "Original Form 8-K"). The Original Form 8-K reported the final voting results of the Company's 2024 Annual Meeting of Stockholders held on May 23, 2024 (the "2024 Annual Meeting"). The sole purpose of this Amendment is to disclose the Company's decision regarding how frequently it will conduct future stockholder advisory votes to approve the compensation of the Company's named executive officers ("say-on-pay"). No other changes have been made to the Original Form 8-K.

Item 5.07    Submission of Matters to a Vote of Security Holders

(d) As previously reported in the Original Form 8-K, at the 2024 Annual Meeting, a non-binding advisory vote was conducted on the frequency of future say-on-pay votes. Approximately 94% of the shares voting on the matter voted in favor of an annual frequency for say-on-pay votes. In response to the voting results, the Company's Board of Directors determined at a meeting held on July 25, 2024 that the Company will hold an advisory vote for say-on-pay every year. As a result, a say-on-pay vote will be held each year until the next vote on the frequency of such advisory vote is conducted, which will occur no later than the Company's annual meeting in 2030.

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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: July 26, 2024

Document And Entity Information	May 23, 2024
Entity Information [Line Items]
Document Type	8-K/A
Document Period End Date	May 23, 2024
Entity Registrant Name	VOYA FINANCIAL, INC.
Entity Incorporation, State or Country Code	DE
Entity File Number	001-35897
Entity Tax Identification Number	52-1222820
Entity Address, Address Line One	230 Park Avenue
Entity Address, City or Town	New York
Entity Address, State or Province	NY
Entity Address, Postal Zip Code	10169
City Area Code	212
Local Phone Number	309-8200
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	false
Entity Central Index Key	0001535929
Amendment Flag	false
Common Stock, $.01 Par Value
Entity Information [Line Items]
Title of 12(b) Security	Common Stock, $.01 Par Value
Trading Symbol	VOYA
Security Exchange Name	NYSE
Depositary Shares, each representing a 1/40th
Entity Information [Line Items]
Title of 12(b) Security	Depositary Shares, each representing a 1/40th
Trading Symbol	VOYAPrB
Security Exchange Name	NYSE

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