Voya Financial (NYSE: VOYA) reports 2026 shareholder voting outcomes

Filing Impact

(Moderate)

Filing Sentiment

(Neutral)

Form Type

8-K

Rhea-AI Filing Summary

Voya Financial, Inc. reported the results of its annual meeting of stockholders held on May 21, 2026. Stockholders elected twelve directors, each to serve a one-year term ending at the 2027 annual meeting, with each nominee receiving a strong majority of votes cast.

Stockholders also approved, on an advisory basis, the compensation of the company’s named executive officers, with 83,000,209 votes in favor, 1,056,471 against, and 78,744 abstentions, plus 3,466,146 broker non-votes. In addition, they ratified the appointment of Ernst & Young LLP as independent registered public accounting firm for fiscal year 2026 by 84,780,259 votes for, 2,793,694 against, and 27,617 abstentions.

8-K Event Classification

Item 5.07 — Submission of Matters to a Vote of Security Holders

1 item

Item 5.07 Submission of Matters to a Vote of Security Holders Governance

Results of a shareholder vote on proposals at an annual or special meeting.

Key Figures

Say-on-pay votes for: 83,000,209 votes Say-on-pay votes against: 1,056,471 votes Auditor ratification votes for: 84,780,259 votes +3 more

6 metrics

Say-on-pay votes for 83,000,209 votes Advisory approval of named executive officer compensation

Say-on-pay votes against 1,056,471 votes Advisory approval of named executive officer compensation

Auditor ratification votes for 84,780,259 votes Ratification of Ernst & Young LLP for fiscal year 2026

Auditor ratification votes against 2,793,694 votes Ratification of Ernst & Young LLP for fiscal year 2026

Broker non-votes (Item 2) 3,466,146 broker non-votes Advisory vote on executive compensation

Votes for S. Biff Bowman 83,907,571 votes Election of director to one-year term ending 2027

Key Terms

broker non-votes, independent registered public accounting firm, advisory basis, named executive officers, +1 more

5 terms

broker non-votes financial

"For | Against | Abstentions | Broker Non-Votes"

Broker non-votes occur when a brokerage firm is unable to vote on a shareholder’s behalf during a company election or decision because the shareholder has not given specific voting instructions, and the broker is not allowed or chooses not to vote on certain matters. They are important because they can affect the outcome of votes, especially when the results are close, by effectively reducing the total number of votes cast.

independent registered public accounting firm regulatory

"ratified the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for fiscal year 2026"

An independent registered public accounting firm is an outside accounting company officially registered with the government regulator to examine and report on a public company's financial records and controls. Investors treat its reports like an impartial inspector’s certificate — they add credibility to financial statements, help spot errors or misleading claims, and reduce the risk that shareholders are relying on unchecked or biased numbers.

advisory basis regulatory

"Our stockholders approved, on an advisory basis, the compensation paid to the named executive officers."

named executive officers financial

"approved, on an advisory basis, the compensation paid to the named executive officers."

Named executive officers are the senior company leaders whose names, roles and compensation are singled out in required regulatory filings; this typically includes the chief executive, chief financial officer and the next highest‑paid senior officers. Investors treat this list like a team roster — it shows who makes key decisions, how they are paid and whether incentives align with shareholder interests, so changes or pay patterns can signal governance quality, risk or strategic shifts.

Annual Meeting of Stockholders regulatory

"The Annual Meeting of Stockholders (the “Annual Meeting”) of Voya Financial, Inc."

Understanding 8-K Material Events →

05/21/2026 - 04:15 PM

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):
May 21, 2026

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)

200 Park Avenue

New York

10166

(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 21, 2026.

(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 2027. 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	82,965,322	1,134,478	35,624	3,466,146
S. Biff Bowman	83,907,571	190,456	37,397	3,466,146
Yvette S. Butler	83,869,321	243,539	22,564	3,466,146
Jane P. Chwick	82,743,587	1,340,758	51,079	3,466,146
Kathleen DeRose	83,900,744	200,009	34,671	3,466,146
Hikmet Ersek	82,351,013	1,603,713	180,698	3,466,146
Ruth Ann M. Gillis	82,651,817	1,448,942	34,665	3,466,146
Heather Lavallee	83,582,739	529,036	23,649	3,466,146
Robert G. Leary	82,878,289	1,229,501	27,634	3,466,146
Aylwin B. Lewis	82,815,271	1,270,728	49,425	3,466,146
William J. Mullaney	82,915,798	1,185,419	34,207	3,466,146
Joseph V. Tripodi	82,570,511	1,530,962	33,951	3,466,146

Item 2 – Our stockholders approved, on an advisory basis, the compensation paid to the named executive officers.


For	Against	Abstentions	Broker Non-Votes
83,000,209	1,056,471	78,744	3,466,146

Item 3 – Our stockholders ratified the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for fiscal year 2026.


For	Against	Abstentions
84,780,259	2,793,694	27,617

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/ Julie Watson

Name: Julie Watson

Title: Vice President, Counsel and Corporate Secretary

Dated: May 21, 2026

Source: View Original Filing on SEC EDGAR

FAQ

What did VOYA stockholders decide at the May 21, 2026 annual meeting?

VOYA stockholders elected twelve directors to one-year terms, approved executive compensation on an advisory basis, and ratified Ernst & Young LLP as independent auditor for fiscal year 2026, confirming support for the board and management team.

Did VOYA stockholders approve executive compensation for 2026?

Yes. VOYA stockholders approved, on an advisory basis, compensation for named executive officers with 83,000,209 votes for, 1,056,471 against, and 78,744 abstentions, along with 3,466,146 broker non-votes, indicating broad support for the company’s pay practices.

Which auditor did VOYA stockholders ratify for fiscal year 2026?

Stockholders ratified Ernst & Young LLP as VOYA’s independent registered public accounting firm for fiscal year 2026, with 84,780,259 votes for, 2,793,694 against, and 27,617 abstentions, signaling continued confidence in the company’s external auditor choice.

How many directors did VOYA stockholders elect at the 2026 annual meeting?

VOYA stockholders elected twelve directors, including individuals such as Lynne Biggar, S. Biff Bowman, and Heather Lavallee, each to serve a one-year term ending at the 2027 annual meeting, with all nominees receiving strong majority support in the voting results.

Was there significant opposition to VOYA’s board nominees?

Opposition was limited. Each of VOYA’s twelve board nominees received substantially more votes for than against. For example, S. Biff Bowman received 83,907,571 votes for and 190,456 against, reflecting generally solid stockholder support for the slate of directors.

Filing Exhibits & Attachments

4 documents