Voya Financial (VOYA) Proxy filing summary

Executive summary

• Achieved over $1 billion in pre-tax adjusted operating earnings and $775 million in excess capital in 2025, with strong performance across Retirement, Investment Management, and Employee Benefits segments.

• Returned $375 million to shareholders through $200 million in share repurchases and $174 million in dividends, while investing in the OneAmerica acquisition, which exceeded earnings targets.

• Retirement segment delivered $959 million in pre-tax adjusted operating earnings, with record net inflows of $28.2 billion and total client assets reaching $797 billion.

• Investment Management achieved $226 million in pre-tax adjusted operating earnings and record net revenues over $1 billion, supported by $14.6 billion in net inflows and 4.8% organic growth.

• Employee Benefits improved pre-tax adjusted operating earnings to $152 million, up from $40 million in 2024, reflecting better underwriting, pricing, and risk selection.

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 independent auditor for 2026.

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

• Shareholder engagement included meetings with holders representing 82% of outstanding shares, with feedback supporting governance, board composition, and executive compensation practices.

Board of directors and corporate governance

• Board consists of 12 directors, 11 of whom are independent, with an average tenure of 6.5 years and average age of 64.

• Board committees include Audit, Compensation, Nominating/Governance, Risk, Technology, and Executive, all with independent members.

• Annual board and committee self-evaluations, director orientation, and continuing education are in place.

• No poison pill, robust stock ownership requirements, and regular executive sessions of independent directors.