SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
August 8, 2022
VOYA FINANCIAL, INC.
(Exact name of registrant as specified in its charter)
(State or other jurisdiction of incorporation)
(Commission File Number)
(IRS Employer Identification Number)
230 Park Avenue
(Address of principal executive offices)
Registrant’s telephone number, including area code: (212) 309-8200
(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 August 8, 2022, Voya Financial, Inc. (the “Company”) announced that Michael S. Smith, the Company's Vice Chair and Chief Financial Officer, will be departing the Company, effective November 15, 2022.
Item 7.01 Regulation FD Disclosure
On August 8, 2022, the Company issued a press release announcing the departure of Michael S. Smith, the Company's Vice Chair and Chief Financial Officer, effective November 15, 2022. The press release announcing Mr. Smith's departure 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
104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
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.
By: /s/ Trevor Ogle
Name: Trevor Ogle
Title: Senior Vice President and Deputy General Counsel
Dated: August 8, 2022
CFO Michael Smith announces intention to pursue expanded leadership roles outside of Voya Financial
Smith will continue to serve as CFO through Nov. 15 to oversee close and reporting of Voya’s third quarter
NEW YORK, Aug. 8, 2022 — Voya Financial, Inc. (NYSE: VOYA), the leading health, wealth and investment company, announced today that Michael S. Smith, vice chairman and chief financial officer (CFO), has decided to depart the company to pursue expanded leadership roles outside of Voya. Smith will continue to serve as Voya’s CFO through Nov. 15, 2022, overseeing the close and reporting of the company’s third quarter, which ends Sept. 30, 2022. The company will conduct an internal and external search to identify Smith’s successor.
“On behalf of our board and our entire leadership team, I would like to thank Mike for his significant leadership contributions to Voya during the past 13 years,” said Rodney O. Martin, Jr., chairman and chief executive officer, Voya Financial, Inc. “As our CFO, and previously as a business leader and our chief risk officer, Mike has played a vital role in Voya’s business transformation. He has contributed to the strong results that we have achieved, the culture that we have fostered and the value that we have delivered to shareholders. We are grateful to Mike and his family – and we wish them the very best going forward.”
Media Contact: Investor Contact:
Paul Gennaro Hima Inguva
(212) 309-8914 (212) 309-8999
About Voya Financial®
Voya Financial, Inc. (NYSE: VOYA), is a leading health, wealth and investment company that provides products, solutions and technologies that help Americans become well planned, well invested and well protected. Serving the needs of 14.3 million individual, workplace and institutional clients, Voya has approximately 6,000 employees and had $644 billion in total assets under management and administration as of June 30, 2022. Certified as a “Great Place to Work” by the Great Place to Work® Institute, Voya is purpose-driven and is equally committed to conducting business in a way that is socially, environmentally, economically and ethically responsible. Voya has earned recognition as: one of the World’s Most Ethical Companies® by the Ethisphere Institute; a member of the Bloomberg Gender-Equality Index; and a “Best Place to Work for Disability Inclusion” on the Disability Equality Index. For more information, visit voya.com. Follow Voya Financial on Facebook, LinkedIn and Twitter @Voya.