Material Modification to Rights of Security

Upon issuance of 300,000 shares of the 5.35% Fixed-Rate Reset

Non-Cumulative

Preferred Stock, Series B, par value $0.01 per share and liquidation preference $1,000 per share (the Series B Preferred Stock), by Voya Financial, Inc. (the Company) on June18, 2019, the ability of the Company to declare or pay dividends on, or purchase, redeem or otherwise acquire, shares of its common stock or any shares of the Company that rank junior to, or on parity with, the Series B Preferred Stock will be subject to certain restrictions in the event that the Company does not declare and pay (or set aside) dividends on the Series B Preferred Stock for the last preceding dividend period. The terms of the Series B Preferred Stock, including such restrictions, are more fully described in the Cert ificate of Designations for the Series B Preferred Stock, a copy of which is attached as Exhibit 3.3 to the Companys Registration Statement on Form

8-A

filed with the U.S. Securities and Exchange Commission (the Commission) on June17, 2019 and incorporated herein by reference.

Item5.03

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On June17, 2019, the Company filed a Certificate of Designations with the Secretary of State of the State of Delaware to establish the preferences, limitations and relative rights of the Series B Preferred Stock. The Certificate of Designations became effective upon filing, and a copy is attached as Exhibit 3.3 to the Companys Registration Statement on Form

8-A

filed with the Commission on June17, 2019 and incorporated herein by reference.

Item8.01.

Other Events.

On June18, 2019, the Company issued and sold 12,000,000 depositary shares (the Depositary Shares), each representing a 1/40th interest in a share of the Companys Series B Preferred Stock.

The Depositary Shares were offered and sold pursuant to the shelf registration statement on Form

S-3

(File

No.333-218956),

filed with the Commission on June23, 2017, as amended on June11, 2019, and a prospectus supplement related to the Depositary Shares dated June11, 2019 (filed with the Commission pursuant to Rule 424(b)(2) under the Securities Act of 1933).

On June18, 2019, in connection with the issuance of the Depositary Shares, the Company entered into a deposit agreement (which is attached as Exhibit 4.1 hereto and incorporated by reference herein) among the Company, Computershare Inc. and Computershare Trust Company, N.A., jointly as depositary, and the holders from time to time of the depositary receipts described therein.

Item9.01.

Financial Statements and Exhibits.

(d) Exhibits

ExhibitNo.

Description

3.1

Certificate of Designations with respect to the Series B Preferred Stock, dated June 17, 2019 (incorporated herein by reference to Exhibit 3.3 to the Companys Registration Statement on Form

8-A

filed June17, 2019).

4.1

Deposit Agreement, dated June 18, 2019, among the Company, Computershare Inc. and Computershare Trust Company, N.A., jointly as Depositary, and the holders from time to time of the Depositary Receipts issued thereunder.

4.2

Form of Depositary Receipt for the Depositary Shares (included as Exhibit A to Exhibit 4.1 above).

5.1

Opinion of Cleary Gottlieb Steen& Hamilton LLP relating to the validity of the Depositary Shares and the Series B Preferred Stock.

23.1

Consent of Cleary Gottlieb Steen& Hamilton LLP (included in Exhibit 5.1 above).

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.

Date: June18, 2019

By:

/s/ Trevor Ogle

Name:

Trevor Ogle

Title:

Senior Vice President and Deputy General Counsel

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