Voya Financial (VOYA) Proxy Filing summary

Executive summary

• Achieved strong results in Wealth Solutions and Investment Management, with Wealth Solutions earnings up 30% year over year and record net flows in Investment Management.

• Completed the acquisition of OneAmerica's full-service retirement business, adding $60 billion in assets and projecting $200 million in revenue and $75 million in operating earnings for 2025.

• Returned $800 million to shareholders in 2024 through stock repurchases and dividends, with continued focus on balanced capital return and growth investments.

• Health Solutions faced challenges in 2024 due to poor stop loss performance; corrective actions include significant rate increases and strengthened underwriting for 2025.

• Strategic investments in technology, leave management, and disability offerings to enhance product suite and drive retention.

Voting matters and shareholder proposals

• Shareholders will vote on the election of 12 directors for one-year terms, an advisory vote on executive compensation, and ratification of Ernst & Young LLP as the independent auditor.

• Board recommends voting FOR all director nominees, executive compensation, and auditor ratification.

• Proxy access and advance notice bylaws allow shareholders to submit proposals and director nominations for future meetings.

Board of directors and corporate governance

• Board consists of 12 directors, 11 of whom are independent; average tenure is 5.5 years.

• Board leadership is separated, with a Non-Executive Chairperson and CEO roles held by different individuals.

• Committees include Audit, Compensation, Nominating/Governance/Social Responsibility, Risk, Technology, and Executive, all with independent members.

• Annual board and committee self-evaluations, director education, and robust stock ownership requirements are in place.

• Proactive shareholder engagement and no poison pill provision.