Voya Financial, Inc. (VOYA)
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AGM 2016

May 26, 2016

Operator

Good morning, and welcome to the Voya Financial 2016 Annual Meeting of Stockholders. I would now like to turn the meeting over to Rod Martin, Chairman and CEO. Sir, please go ahead.

Rodney O. Martin, Jr.
Chairman and CEO, Voya Financial

Good morning, and welcome to our 2016 Voya Financial Annual Meeting of Stockholders. It's 11:00 A.M. Eastern Time on Thursday, May 26, 2016. I now call the meeting to order. I'm Rod Martin, Chairman and Chief Executive Officer of Voya Financial. On behalf of our directors, officers, and employees, I thank you for attending our third annual meeting. By conducting this meeting virtually, we can allow more of our stockholders to participate. Following the official items of business, I'll provide a brief presentation and then take any questions. I'll turn it over to our Corporate Secretary, Jing Weng, for the formal business of the meeting. Jing?

Jingdong Wang
Senior VP and Corporate Secretary, Voya Financial

Thanks, Rod. Good morning, everyone. Before turning to the formal items of business, I would like to make a few introductions. We're happy to have with us members of our board of directors. We also have in attendance members of our executive committee and representatives from our auditor, Ernst & Young. Also attending is John Laino, the designated Inspector of Election. Mr. Laino has filed with me his oath as inspector and has provided me with his duly executed certificate of quorum. As is our custom, we will answer questions at the end of the meeting. Please know that stockholders who desire to ask any questions may do so in writing by using the webcast portal provided. Only stockholders will be permitted to present questions. You must have your control number to do so. We will now begin the official business for this annual meeting.

As indicated in our proxy statement, we're here today to consider the following items: the election of the 10 directors who make up our board of directors, an advisory vote on the approval of executive compensation, the adoption of the Voya Financial 2017 Annual Cash Incentive Plan, the adoption of the Voya Financial Employee Stock Purchase Plan, a vote to ratify the appointment of Ernst & Young as the company's auditors for 2016, a stockholder proposal submitted by Mr. Rosenfeld. The board of directors has unanimously recommended a vote against this proposal, as more fully discussed in the company's proxy statement. We have been advised that Mr. Rosenfeld is here to present his proposal. Operator, please unmute the line for the proponent. Mr. Rosenfeld, you have three minutes to present your proposal. Please go ahead.

Speaker 4

Hello. This is the second year Investors Against Genocide has submitted a shareholder proposal on genocide-free investing. Anyone unfamiliar with the issue should review the white paper on our website. This year, we made a simple request to explain how investments in PetroChina and Sinopec are consistent with Voya's published corporate values. This is not complicated or unreasonable. We didn't ask for any change in policy, yet the request was opposed and remains unanswered. Is it because you think shareholders don't want this? When expressing themselves in an unbiased vote, 84% of your shareholders voted in favor of genocide-free investing, yet Voya continues to invest in all the worst companies. Is this how you listen to shareholders and respond with urgency? How can shareholders not wonder why you've ignored their request since 2012? Is it because you doubt any companies are problems?

Research going back a decade by Human Rights Watch and others clearly identifies PetroChina and Sinopec's responsibility for the genocide in Sudan and extraordinary human rights violations in Syria. Every one of the 30 states, 61 colleges, and many mutual funds that acted on Sudan have targeted PetroChina. Do you have superior information? Is it because you worry about targeted funds that invest in these companies in order to meet their investment objectives? If so, why not act on general funds where this is not an issue? Is it because you believe addressing the issue conflicts with your fiduciary responsibilities? If so, how have your competitors acted without ramification? Is it because you worry about the slippery slope and losing your independence? TIAA-CREF used its action on genocide-free investing to rebut extreme shareholder requests and prevailed when challenged at the SEC. None of these explanations make sense.

Your response to the proposal says that it is unnecessary because our big business practices already reflect our recognition and support for the protection of fundamental human rights and the prevention of crimes against humanity. How can this be when you invest in multiple companies funding genocide? Please finally explain how investments in PetroChina and Sinopec are consistent with your published corporate values. Please don't just repeat the material in the proxy statement that doesn't address our concerns. If you're unwilling to have an open dialogue here today, please suggest a venue that you prefer. Thank you.

Jingdong Wang
Senior VP and Corporate Secretary, Voya Financial

Thank you, Mr. Rosenfeld. At this time, if you have logged into the meeting with your control number and would like to make a comment or raise a question regarding any of the proposals, please submit your comments or questions through the web portal. We will now declare the polls open. The vote will now be taken on the foregoing six matters. If there are any stockholders logged on who have not already submitted a proxy and wish to vote their shares, you may do so now by clicking on the Vote Here button on your screen. If you have previously provided your proxy card or voted online, your shares will be voted accordingly. If you wish to change your vote, you may do so now. We will now pause to allow stockholders to vote. The polls for voting on all matters are hereby closed.

I have the report from the Inspector of Election on the votes cast. The preliminary report is as follows. As to the election of directors, each director nominee received over 94% of the votes cast, and as such, each of the 10 director nominees is hereby elected. As to the second matter, 80% of the votes were cast in favor of approving, on an advisory basis, the compensation of the company's named executive officers. As to the third matter, 97% of the votes were cast to approve the adoption of the Voya Financial 2017 Annual Cash Incentive Plan. As to the fourth matter, 99% of the votes were cast to approve the adoption of the Voya Financial Employee Stock Purchase Plan. As to the fifth matter, 99% of the votes were cast to ratify the appointment of Ernst & Young as the company's auditor for 2016.

As to the final matter, 6% of the votes were cast in favor of the shareholder proposal. Therefore, this proposal did not pass. Full voting results will be reported by the company on a Form 8-K filed with the SEC within the next four business days. Before our Chairman and CEO, Rod Martin , provides a business update and takes your questions, I would like to remind everyone that statements made today, which are not historical or current facts, are forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Such statements reflect management's current expectations or beliefs. We call to your attention the fact that the company's actual results could differ from these statements. The company has filed with the SEC reports that list some of the factors that may cause results to differ materially from these statements.

The company assumes no duty to update these forward-looking statements. Please also know that we will be discussing certain non-GAAP financial measures. In particular, all references on this call to ROE, return on equity, ROC, return on capital, or other measures containing those terms are to ongoing business adjusted operating return on equity or return on capital, which are each non-GAAP financial measures. For a reconciliation of these terms to the most comparable GAAP measure, please refer to our most recent investor supplement available on our investor relations website at investors.voya.com. With that, I turn it back to our Chairman and CEO, Rod Martin.

Rodney O. Martin, Jr.
Chairman and CEO, Voya Financial

Thank you, Jing. I would like to cover a brief overview of Voya Financial, our achievements over the past few years, and our progress toward reaching our 2018 financial targets. As noted on the slide, I will be talking about some non-GAAP measures and forward-looking information in this presentation. Voya Financial has strong retirement and investment solutions and insurance solutions businesses, and we're well-positioned to help Americans plan, invest, and protect their savings to get ready to retire better. Our mission is to make a secure financial future possible, one person, one family, and one institution at a time. Our vision is to be America's retirement company. We have strong values that underpin our culture and our focus on execution. Over the past few years, we've been executing on plans to drive greater value for our customers and for all of you, Voya's shareholders.

We believe that we have the right business profile and the commitment to execution that will enable us to achieve both our vision and our financial targets. Voya's diverse businesses support our value proposition. They also give us a diverse earnings profile. For the 12 months ended March 31, 2016, our ongoing business generated $1.2 billion in adjusted operating earnings before income taxes. 71% of these earnings came from retirement and investment solutions, 29% came from insurance solutions. Voya has approximately 13 million customers, $458 billion in total assets under management and administration, and 7,000 employees. Our businesses hold market-leading positions, making us a top-tier provider in many markets. This also gives us significant scale. Not pictured here is our Closed Block Variable Annuity segment. Our primary focus for the Closed Block Variable Annuity segment is to preserve and protect rating agency and regulatory capital.

Our Closed Block Variable Annuity hedge program has helped us do just that and continue to be effective through the equity market volatility we experienced beginning last year. We also continued to focus on accelerating the run-off block, excuse me. As evidenced by the two enhanced annuitization offers that we made to certain customers, and we launched our third enhanced annuitization offer this month. As we look to reduce the size of the block, we will continue to take actions that are good for customers, good for shareholders, and good for Voya. As you know, we've been executing on specific initiatives to improve returns and reach our 2018 financial targets. For the 12 months ended March 31, our ROE and ROC were 11.4% and 9.5%, respectively.

The decline from the full year 2015 was partly due to negative performance in alternative assets during the first quarter of 2016, which also affected several of other companies in our industry. While we're disappointed with this, it's important to note that our alternative asset portfolio has historically generated strong performance and represents only 1% of our invested assets. Excluding items that we did not expect to recur, our ROE was 12.1% and our ROC was 10%. We're confident that our strong focus on execution will enable us to achieve our 2018 ROE target of 13.5%-14.5%. As we've previously discussed, the $350 million in strategic investments that we're making over the next several years will support our efforts. In 2015, we completed the foundational work for much of the strategic investment program.

You can see the summary of our actions in 2015 and our plans for the next few years. We've begun to consolidate our IT platforms to reduce costs and create an improved customer experience. We've started to migrate to a cloud-based environment, which will speed up our time to market, and we're digitizing a number of our processes to reduce costs and deliver better outcomes for our customers and enhance our growth. We expect the cost savings will largely begin to benefit our results in 2017 and 2018. In addition to the strategic investments we're making, we're executing on more than 20 margin growth and capital initiatives. While our initiatives and metrics vary by business, you can see, as we reported earlier this month, 2016 has been off to a good start.

Our teams remain focused on execution to ensure that we can achieve our long-term targets. Voya continues to have tremendous financial strength, including a low debt-to-capital ratio and excess capital. Through the first quarter of 2016, we continued to return capital to shareholders. Since 2014, we've returned approximately $2.5 billion through share repurchases and reduced our shares outstanding by roughly 22%. We have $500 million remaining on our current repurchase authorization as of March 31st. Share buybacks, compared with our investments in Voya's future growth, demonstrate our commitment to driving shareholder value. We believe we offer shareholders several key sources of value. Our ongoing businesses position us well to help Americans get ready to retire better. It also makes Voya an attractive investment opportunity. Tax benefits, excess capital, and the potential value in our Closed Block Variable Annuity segment continue to be additional value drivers.

The actions we've taken over the past several years have enabled us to improve Voya's financial strength, increase returns, and provide valuable financial solutions to our customers. Our efforts also has enabled us to achieve a number of recognitions for financial operation and cultural improvements that we've made. Most recently, we were recognized as one of the world's most ethical companies by the Ethisphere Institute for the third consecutive year. We've been consistently recognized by Ethisphere since becoming a standalone company. This year, Voya was one of only 131 companies and one of just seven companies in the financial services category to earn this global distinction. Moving ahead, we will maintain our focus on the execution of our plans. We will leverage the improvements that we've made and build on our strong financial foundation. We'll strive to achieve our vision to be America's retirement company.

With that, I will turn it back over to Jing so we can take any questions that you may have.

Jingdong Wang
Senior VP and Corporate Secretary, Voya Financial

Thank you, Rod. At this time, we'll be happy to answer any questions and address any concerns. We will now pause to see if there are any questions. We see there are no questions. On behalf of the board and management of Voya Financial, I would like to thank you for participating in our annual meeting. The meeting is hereby adjourned.

Operator

The annual meeting has now concluded. We thank you for participating. You may now disconnect.