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): September 18, 2017

 

 

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)

 

230 Park Avenue
New York, New York
  10169
(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))

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.

(e) Compensatory Arrangements of Certain Officers

On September 18, 2017, Voya Financial, Inc. (the “Company”) entered into an amendment agreement (the “Amendment”), with Mr. Rodney O. Martin, Jr., its Chief Executive Officer and Chairman of the Board of Directors, which extends the term of, and makes certain amendments to, the Employment Agreement, dated December 11, 2014 (the “Original Agreement”, and as amended by the Amendment, the “Agreement”), between Mr. Martin and the Company. The Amendment extends the term of Mr. Martin’s employment as the Company’s Chief Executive Officer and Chairman of the Board of Directors under the Agreement to December 31, 2019. The Amendment also provides that such term may be further extended by an additional year to December 31, 2020, by mutual consent prior to July 1, 2019.

Under the terms of the Agreement, Mr. Martin will continue to receive an annual base salary in an amount not less than $1 million and will have the opportunity for certain incentive payments. The Agreement provides that Mr. Martin will continue to be eligible to participate in the Company’s annual incentive payment program, or “ICP”. Pursuant to the Amendment, Mr. Martin’s target bonus opportunity under the ICP has been increased from a minimum of 200% of base salary, to 225% of base salary, with any actual award (higher or lower) to be determined by the Compensation and Benefits Committee (the “Committee”) of the Company’s Board of Directors, based on the Company’s actual performance, subject to the terms and conditions of the ICP. The revised target bonus opportunity under the ICP will first be effective for the 2018 performance year, with any actual award first payable in 2019. Mr. Martin’s target bonus opportunity under the ICP for the 2017 performance year is 220% of base salary.

Mr. Martin will also continue to be eligible to receive grants under the Company’s long-term equity-based incentive award plan. Pursuant to the Amendment, the annual target value of Mr. Martin’s awards under such program has been increased from a minimum of 550% of base salary, to 675% of base salary, with any actual award (higher or lower) to be determined by the Committee based on the Company’s actual performance, subject to the terms and conditions of the plan. The revised target bonus opportunity under the long-term equity-based incentive award plan will first apply to equity-based incentive awards to be granted to Mr. Martin in 2018. The target value of Mr. Martin’s equity-based incentive awards granted in 2017 is 630% of base salary.

The Agreement continues to provide that Mr. Martin is entitled to participate in each of the Company’s employee benefit and welfare plans, including plans providing retirement benefits and medical, dental, hospitalization, life or disability insurance, on a basis that is at least as favorable as that provided to other senior executives of the Company generally.

The Amendment revises certain provisions in the Original Agreement that, upon a termination by Mr. Martin of his employment other than for Good Reason (as defined in the Agreement), would subject certain of Mr. Martin’s outstanding equity awards to less favorable vesting provisions than apply to awards held by other employees of the Company who, like Mr. Martin, are “Retirement-Eligible” under the terms of such awards. As so revised, the Agreement provides that, with respect to any equity awards granted to Mr. Martin on or after January 1, 2018, upon any termination by Mr. Martin of his employment other than for Good Reason, such awards will be subject to the same vesting treatment as applies to equity awards held by other employees of the Company who are “Retirement-Eligible”.

The Amendment also revises provisions in the Original Agreement relating to the ability of Mr. Martin to serve on boards of directors of competitive enterprises after his employment with the Company has ended. Pursuant to the Amendment, the Agreement permits Mr. Martin to serve on such boards after his employment with the Company has ended, so long as such service does not commence within 12 months of his termination date. The Agreement continues to prohibit Mr. Martin from engaging in other forms of competition with the Company, including employment or consulting arrangements with competitive enterprises, for a period of 24 months from his termination date.

In addition, the Amendment confirms the application of the Voya Financial Compensation Recoupment Policy, which became effective on January 1, 2016, to Mr. Martin’s equity-based compensation.

A copy of the Amendment has been filed as Exhibit 10.1 to this Current Report on Form 8-K and is hereby incorporated by reference into this Item 5.02(e).


Item 9.01 Financial Statements and Exhibits

(d) Exhibits

10.1    Amendment Agreement, dated September 18, 2017


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/ TREVOR OGLE

Name:

 

Trevor Ogle

Title:

 

Senior Vice President and

 

Deputy General Counsel

Dated: September 21, 2017

Exhibit 10.1

September 18, 2017

Rodney O. Martin, Jr.

Voya Financial, Inc.

230 Park Avenue

13 th  Floor

New York, N.Y. 10169

Re: Amended Employment Agreement

Dear Rod:

This letter agreement (the “ Amendment ”) amends and extends your Employment Agreement, dated as of December 11th, 2014 (the “ 2014 Agreement ”, and, as hereby amended, the “ Agreement ”) with Voya Financial, Inc., a Delaware corporation (the “ Company ”). All capitalized terms used and not expressly defined herein shall have the meaning set forth in the 2014 Agreement. Except as expressly amended herein, all provisions of the 2014 Agreement shall remain in effect through the end of the Term (as extended hereby and as it may be mutually agreed to be further extended).

1. Extension of Term; Additional Mutual Option to Further Extend Term.

This Amendment shall be effective as of the date set forth above (the “Amendment Effective Date” ). Effective as of the Amendment Effective Date, you and the Company agree that, unless terminated earlier as provided in Section 5 of the Agreement, the Term of the Agreement will end on December 31, 2019; provided, however, that, prior to July 1, 2019, you and the Company may mutually agree to extend the Term of the Agreement by an additional year to December 31, 2020. Notwithstanding anything herein to the contrary, in the event that you and the Company agree that this Agreement shall expire as of the end of the Term, such expiration shall not constitute a termination by the Company without Cause or by you for Good Reason.

2. Your Compensation.

Section 3 of the 2014 Agreement is hereby amended and restated in its entirety to read:

3. Your Compensation

(a)  Base Salary . During your employment, you will receive an annual base salary (your “ Salary ”) in an amount not less than $1,000,000, payable semi-monthly in accordance with the Company’s regular payroll practices.

(b)  Incentive Compensation Plan . During your employment, you will be eligible to participate in the Incentive Compensation Plan (as it may be amended from time to time, the “ ICP ”) for each fiscal year of the Company beginning during your employment. Starting with fiscal year 2018, your target bonus opportunity under the ICP will be equal to 225% of your Salary ( “ICP Target


Opportunity” ) with any actual award (higher or lower) determined by the Compensation and Benefits Committee of the Board (the “ Committee ”) based on the Company’s actual performance, subject to the terms and conditions of the ICP. Your ICP awards shall be subject to terms and conditions no less favorable than those applicable to other senior executive officers of the Company with respect to their annual incentive award opportunities.

(c)  Long-Term Incentive Plans . During your employment, starting in fiscal year 2018, you will be eligible to receive a long-term incentive award opportunity in each fiscal year of the Company beginning during your employment (which grant shall be made no later than such date in the calendar year when long-term incentive award grants are made to other senior executive officers), with a target value equal to 675% of your Salary ( “Target LTI Opportunity” ) with any actual award (higher or lower) determined by the Committee based on the Company’s actual performance, subject to the terms and conditions of the applicable long-term incentive plan of the Company under which such awards are granted and with the form(s) of the award (e.g., performance units, restricted stock units, options or other awards) and performance metrics to be determined by the Committee in its discretion.

(d)  Benefit Plans . During your employment, you will be entitled to participate in each of the Company’s employee benefit and welfare plans, including plans providing retirement benefits or medical, dental, hospitalization, life or disability insurance, on a basis that is at least as favorable as that provided to other senior executives of the Company generally.”

3. Application of Voya Financial, Inc. Compensation Recoupment Policy.

Section 4(e) of the 2014 Agreement is hereby amended and restated in its entirety to read:

“(e)  Equity Awards . You and the Company agree that, with respect to any equity awards granted to you by the Company after the Effective Date:

(i) To the extent any form of award agreement adopted by the Company contains post-employment restrictive covenants (such as, by way of example only, those contained in Section 8.1 of the 2014 Award Agreement under the Company’s 2013 Omnibus Employee Incentive Plan (the “ 2014 Award Agreement ”)), your award agreement for awards granted after the Effective Date will reference Section 7 of this Agreement in lieu of those post-employment restrictive covenants and, in any event, Section 7 of this Agreement shall supersede any provisions in such award agreement made after the Effective Date that is in conflict with Section 7.

(ii) To the extent any form of award agreement adopted by the Company contains provisions for adjustment or cancellation of outstanding awards (such as, by way of example only, the hold back provisions contained in Section 4.2 of the 2014 Award Agreement), your award agreement for awards granted after the Effective Date will provide that such actions shall be authorized only in the event of conduct or acts triggering the claw back of awards (such as, by way of example only, those provisions contained in Section 4.1 of the 2014 Award Agreement) set forth in such award agreement;  provided that  any such awards granted after January 1, 2016 shall also be subject to the Voya Financial, Inc. Compensation Recoupment Policy, as it may be amended from time to time.”

 

-2-


4. Termination of Employment by you for other than Good Reason.

Section 6(c) of the 2014 Agreement is hereby amended and restated in its entirety to read:

“(c) By you for other than Good Reason. If you voluntarily terminate your employment for other than Good Reason prior to the end of the Term:

(1) The Company will pay you your Accrued Compensation and will provide you with the Other Benefits.

(2) Subject to Section 6(g) below:

(A) Following your termination of employment, each outstanding unvested restricted stock units or performance share units (and any other equity awards) granted following the Effective Date and prior to January 1, 2018 and held by you will continue to vest and be settled (in whole or in part) and shares delivered (and in the case of stock options vest and become exercisable) on the scheduled dates set forth in the agreements evidencing such awards without regard to any provisions regarding the effect of a termination of employment on such awards but otherwise subject to the terms and conditions set forth therein; provided, that, the portion of each such award that will vest and be settled (and in the case of stock options vest and become exercisable) on such scheduled date will be equal to the product determined by multiplying (i) the shares that otherwise would have been vested (and/or become exercisable) on the original scheduled vesting date(s) by (ii) a fraction the numerator of which is the sum of (x) the number of full and partial months which have elapsed from the grant date of the award to the date of the termination of your employment and (y) 24 months (provided the sum of (x) and (y) may not exceed the total number of months during the original vesting period under the award) and the denominator of which is the total number of months during the original vesting period under the award. On the date of the termination of your employment, any remaining portion of such awards will expire and you will have no further rights thereunder (other than rights with respect to settlement and/or exercise of vested awards).

(B) Following your termination of employment, each outstanding unvested restricted stock unit or performance share unit (and any other equity awards) granted on or after January 1, 2018 and held by you will continue to vest and be settled and shares or the equivalent (as the case may be) delivered (and in the case of stock options vest and become exercisable) on the scheduled dates set

 

-3-


forth in the agreements evidencing such awards without regard to any provisions regarding the effect of a termination of employment on such awards but otherwise subject to the terms and conditions set forth therein, including any performance-based conditions.

This Section 6(c)(2) shall not apply to awards granted prior to the Effective Date (which shall continue to be subject to their terms). Furthermore, solely for the avoidance of doubt, the parties agree that the examples of determination of the vesting of equity-based awards attached as Annex I to this Agreement reflect the intended application of Section 6(c)(2)(A) only, and this Agreement shall not be interpreted in any manner that would be inconsistent with those examples.”

5. Non-Competition.

Section 7(d) of the 2014 Agreement is hereby amended and restated in its entirety to read:

“(d)  Non-Competition . During your employment and for the 24-month period following termination of your employment for any reason (the  “Restricted Period” ), you will not directly or indirectly:

(1) hold a 2% or greater equity, voting or profit participation interest in a Competitive Enterprise; or

(2) associate (including as a director, officer, employee, partner, consultant, agent or advisor) with a Competitive Enterprise and in connection with your association engage, or directly or indirectly manage or supervise personnel engaged, in any activity:

(A) that is substantially related to any activity that you were engaged in,

(B) that is substantially related to any activity for which you had direct or indirect managerial or supervisory responsibility, or

(C) that calls for the application of specialized knowledge or skills substantially related to those used by you in your activities;

in each case, for the Group at any time during your employment; provided, however, that this Section 7(d) shall be deemed not to have been breached solely due to your service as a non-executive director on the board of directors of a Competitive Enterprise so long as such service commences not earlier than the date that is 12 months following termination of your employment.”

 

-4-


6. General Provisions.

(a) The provisions of Sections 10 and 11 of the 2014 Agreement shall apply equally to this Amendment.

(b) Section 11(e) of the 2014 Agreement is hereby amended and restated in its entirety to read:

“(e)  Notices.  All notices, requests, demands and other communications under this Agreement must be in writing and will be deemed given (1) on the business day sent, when delivered by hand or facsimile transmission (with confirmation) during normal business hours, (2) on the business day after the business day sent, if delivered by a nationally recognized overnight courier or (3) on the third business day after the business day sent if delivered by registered or certified mail, return receipt requested, in each case to the following address or number (or to such other addresses or numbers as may be specified by notice that conforms hereto:

If to you, to the most recent address on file with the Company.

If to the Company:

Voya Financial, Inc.

230 Park Avenue

13 th  Floor

New York, N.Y. 10169

Attention: Patricia J. Walsh, EVP and Chief Legal Officer

Facsimile: 212-309-8364”

(c)  Consideration . This Amendment is in consideration of the mutual covenants contained in it. You and the Company acknowledge the receipt and sufficiency of the consideration to this Agreement and intend this Agreement to be legally binding.

(d)  Counterparts.  This Amendment may be executed in counterparts, each of which will constitute an original and all of which, when taken together, will constitute one agreement.

[The next page is the signature page.]

 

-5-


Very truly yours,
VOYA FINANCIAL., INC.
By:  

/s/ Kevin D. Silva

Name:   Kevin D. Silva
Title:   Executive Vice President and
Chief Human Resources Officer

AGREED AND ACKNOWLEDGED:

 

/s/ Rodney O. Martin, Jr.

Rodney O. Martin, Jr.,
Chairman and Chief Executive Officer

 

-6-