Voya Financial Inc

This is an advisory 'say-on-pay' proposal asking shareholders to approve, on a non-binding basis, the compensation paid to Voya’s named executive officers as disclosed in the proxy (including the Compensation Discussion & Analysis and compensation tables). Management seeks shareholder approval to validate its pay-for-performance philosophy and the specific mix and design of 2025 compensation — a program featuring substantial variable pay, annual cash incentives tied to Adjusted Operating Earnings, Profitable Revenue Growth and Strategic Indicators, and long-term equity awards (PSUs and RSUs) tied to relative TSR, adjusted operating EPS and adjusted operating ROE. The vote is non-binding, but the Compensation, Benefits and Talent Management Committee and the Board state they will consider the outcome in future compensation decisions; historically Voya has received strong shareholder support on say-on-pay votes. Key context includes strong 2025 financial and commercial results (over $1 billion pre-tax adjusted operating earnings, record net flows, and $775 million of excess capital), significant equity awards granted in 2026 for 2025 performance, and the Committee’s use of a Comparison Group and independent consultant in designing pay. Management emphasizes rigorous governance features — percent of variable pay, multi-metric incentive design, clawback policy, caps on payouts, stock ownership guidelines and no excise tax gross-ups — to defend against excessive risk-taking and align executives with shareholders. The board’s recommendation reflects confidence that the metrics, target-setting, and qualitative individual assessments produced appropriate pay outcomes for 2025 and that the program supports retention and long-term value creation. A 'For' vote supports management’s current compensation framework; a substantial negative vote could prompt the Committee to modify plan design or disclosure, given the Committee’s stated commitment to consider shareholder feedback. Because the vote is advisory, it will not directly change pay arrangements but will influence the Committee’s future decisions and investor engagement strategy.

This catch-all item reserves the meeting agenda for any additional matters that may be properly presented at the Annual Meeting but are not reflected in the proxy statement. Such items are typically procedural or emergent matters that arise after proxy materials are finalized or are ministerial in nature; the Board’s proxies are authorized to vote in their discretion on these items. From a governance perspective, inclusion of an 'other business' item allows the meeting to consider unforeseen shareholder motions or routine adjournment/housekeeping actions without requiring supplemental solicitation. The proxy discloses that the named proxies will vote shares in their discretion on any such matters, which means shareholders who do not instruct their broker may see their shares voted by the broker if broker-discretionary voting applies for that matter (although NYSE rules limit broker discretion on many non-routine proposals). There is no substantive policy change or corporate action tied to this item in the proxy; therefore, its practical impact is typically limited unless a substantive shareholder or management proposal is introduced at the meeting. Shareholders wishing to control outcomes should provide instructions on their proxy cards or voting platforms in advance, because the outcome of 'other business' items will depend on votes actually cast at the meeting. If a material proposal were introduced under 'other business,' management and the Board would typically describe their recommended vote at the time of the meeting or in supplemental materials, and would evaluate any implications for governance or strategy thereafter.