Voya 2013 Annual Report Download - page 107

enact additional measures as part of comprehensive tax reform that would negatively impact them. Such a
situation may result in more pressure on raising revenue from tax preferences associated with our Company and
products.
Risks Related to Our Separation from, and Continuing Relationship with, ING Group
ING Group’s continuing significant interest in us may result in conflicts of interest.
ING Group owns approximately 57% of our outstanding common stock. For as long as ING Group
continues to beneficially own more than 50% of our outstanding voting stock, ING Group generally will be able
to determine the outcome of many corporate actions requiring stockholder approval, including the election of
directors and the amendment of the certificate of incorporation and bylaws of ING U.S., Inc. ING Group is
currently required pursuant to the 2012 Amended Restructuring Plan to divest all of its global insurance and
investment management business. See “Item 1. Business—ING Group Restructuring Plan with European
Commission”. It is thus expected that ING Group will sell its controlling ownership interest in ING U.S., Inc.
through one or more additional public offerings of our stock or, possibly, through one or more privately
negotiated sales of our stock.
We have elected to be treated as a “controlled company” for purposes of the New York Stock Exchange
(“NYSE”) corporate governance rules, and accordingly, for as long as ING Group owns more than 50% of our
outstanding common stock, we will not be subject to the requirement that a majority of our directors be
“independent” as defined under such rules and that we have a compensation and benefits committee and a
nominating and governance committee that meet the required director independence requirements. In addition,
under the provisions of a shareholder agreement that we entered into with ING Group concurrently with the
completion of our initial public offering, ING Group has consent rights with respect to certain corporate and
business activities that we may undertake, including during periods where ING Group holds less than a majority
of our common stock.
Because ING Group’s interests may differ from those of other stockholders, actions ING Group takes or
omits to take with respect to us, for as long as it is our controlling stockholder, including those corporate or
business actions requiring its prior affirmative written consent or vote described above, may not be as favorable
to other stockholders as they are to ING Group.
Conflicts of interest may arise between us and ING Group in a number of areas relating to our past and
ongoing relationships. As a majority stockholder, ING Group has the ability to determine the entire membership
of our Board of Directors. Four of our current directors are also officers or employees of ING Group. Because of
their current or former positions with ING Group, these directors and a number of our officers own substantial
amounts of ING Group stock and options to purchase ING Group stock. Ownership interests of our directors or
officers in ING Group shares, or service of certain of our directors as officers of ING Group, may create, or may
create the appearance of, conflicts of interest when a director is faced with a decision that could have different
implications for the two companies. These potential conflicts could arise, for example, over matters such as the
desirability of an acquisition opportunity, employee retention or recruiting, capital management or our dividend
policy.
Our continuing relationship with ING Group, our majority shareholder, and with affiliates of ING Group,
may affect our ability to operate and finance our business as we deem appropriate and changes with respect to
ING Group could negatively impact us.
ING Group owns a majority of our common stock and we are a consolidated subsidiary of ING Group for
purposes of its financial reporting. Circumstances affecting ING Group may have an impact on us and we cannot
be certain how further changes in circumstances affecting ING Group may impact us.
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