Voya 2013 Annual Report Download - page 466

Securities Authorized for Issuance under Equity Compensation Plans
As of December 31, 2013, the following securities were available for issuance under the Company’s equity
compensation plans:
Plan Category
Number of Securities to
be issued upon exercise
of outstanding options,
warrants and rights
Weighted-average
exercise price of
outstanding options,
warrants and rights
Number of securities
remaining available for
future issuance under
equity compensation
plans (excluding
securities reflected in
column (a))
Equity compensation plans approved by
security holders .......................
-0- N/A 2.2 million shares
of common stock(1)
Equity compensation plans not approved by
security holders .......................
N/A N/A N/A
Total .................................. -0- N/A 2.2million shares
of common stock(1)
(1) As of December 31, 2013, an additional 5.5 million shares of common stock were reserved for issuance of
outstanding but unvested equity awards.
Item 13. Certain Relationships and Related Transactions, and Director Independence
Continuing Relationship with ING Group
Prior to the completion of our initial public offering in May 2013, we were an indirect wholly owned
subsidiary of ING Group. From May 2013 until March 2014, we were part of ING Group’s consolidated business
operations, and ING Group continues to beneficially own a significant minority of our common stock. As a
result, ING Group has had significant control over our business, including pursuant to the agreements described
below, and continues to exercise significant influence over matters voted upon by our stockholders, including the
election of members of our Board of Directors.
Shareholder Agreement
In connection with our initial public offering, we entered into the Shareholder Agreement with ING Group
that governs certain aspects of our continuing relationship. In particular, the Shareholder Agreement addresses
the composition of our board of directors and its committees, other corporate governance matters, ING Group
approval and consent rights with respect to certain business and corporate actions we may take, mutual rights that
we and ING Group will have with respect to business and financial information and financial accounting matters
and ING Group rights with respect to subsequent sales of our common stock. The Shareholder Agreement has
been filed as an exhibit to our Annual Report on Form 10-K for the year ended December 31, 2013.
Board of Directors and ING Group Rights with Respect to Director Nomination
The Shareholder Agreement entitles ING Group, in connection with any election of directors by our
stockholders, to have our Board of Directors include in the candidates it nominates for election (the “Company
Slate”) a minimum number of directors designated by ING Group. The number of Group Directors that ING
Group is entitled to have included on the Company Slate is based on its beneficial ownership of our common
stock, as follows:
• Until and including the date on which ING Group first ceased to beneficially own more than 50% of
our outstanding common stock (which is referred to as the “Majority Holder Date”), ING Group was
entitled to nominate five ING Group Directors, who shall comprise a majority of our directors;
• Following the Majority Holder Date, and until and including the date on which ING Group first ceases
to beneficially own at least 35% of our outstanding common stock (which is referred to as the “First
Threshold Date”), ING Group will be entitled to nominate three ING Group Directors (two, if there
shall be at such time fewer than eight directors on our board of directors); and
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