SCHEDULE 14A
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934
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x | Definitive Proxy Statement | ||
¨ | Definitive Additional Materials | ||
¨ | Soliciting Material Under Rule 14a-12 |
VOYA PRIME RATE TRUST
(Name of Registrant as Specified in Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
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Scottsdale, AZ 85258-2034
1-800-992-0180
President and Chief Executive Officer
Scottsdale, AZ 85258-2034
1-800-992-0180
1. | To elect 12 nominees to the Board of Trustees of the Fund (the “Proposal”); |
2. | To transact such other business, not currently contemplated, that may properly come before the Annual Meeting, or any adjournments or postponements thereof, in the discretion of the proxies or their substitutes. |
Secretary
Scottsdale, AZ 85258-2034
1-800-992-0180
Scheduled for July 6, 2017
for the Shareholder Meeting to be Held on July 6, 2017
available at: www.proxyvote.com/voya
• | By Internet. The web address and instructions for voting can be found on the enclosed Proxy Ballot. You will be required to provide your control number located on the Proxy Ballot. |
• | By Telephone. The toll-free number for telephone voting can be found on the enclosed Proxy Ballot. You will be required to provide your control number located on the Proxy Ballot. |
• | By Mail. Mark the enclosed Proxy Ballot, sign and date it, and return it in the postage-paid envelope we provided. Joint owners must each sign the Proxy Ballot. |
• | In Person at the Annual Meeting. You can vote your shares in person at the Annual Meeting. If you expect to attend the Annual Meeting in person, please call Shareholder Services toll-free at 1-800-992-0180. |
Scottsdale, AZ 85258-2034
1-800-992-0180
Joint IRC | IRC E | IRC F | |
The Fund | X |
Martin J. Gavin
Roger B. Vincent
Secretary
Scottsdale, AZ 85258-2034
Name, Address and Age | Position(s) Held with the Fund | Term of Office and Length of Time Served1 | Principal Occupation(s) During the Past 5 Years | Number of Funds in the Fund Complex Overseen by Trustees2 | Other Board Positions Held by Trustees |
Independent Trustees | |||||
Colleen D. Baldwin Age: 56 | Trustee | October 2007 – Present | President, Glantuam Partners, LLC, a business consulting firm (January 2009 – Present). | 151 | DSM/Dentaquest, Boston, MA (February 2014 – Present). |
John V. Boyer Age: 63 | Chairperson Trustee | January 2014 – Present January 2005 – Present | President and Chief Executive Officer, Bechtler Arts Foundation, an arts and education foundation (January 2008 – Present). | 151 | None. |
Name, Address and Age | Position(s) Held with the Fund | Term of Office and Length of Time Served1 | Principal Occupation(s) During the Past 5 Years | Number of Funds in the Fund Complex Overseen by Trustees2 | Other Board Positions Held by Trustees |
Patricia W. Chadwick Age: 68 | Trustee | January 2006 – Present | Consultant and President, Ravengate Partners LLC, a consulting firm that provides advice regarding financial markets and the global economy (January 2000 – Present). | 151 | Wisconsin Energy Corporation (June 2006 – Present); The Royce Funds (23 funds) (December 2009 – Present); and AMICA Mutual Insurance Company (1992 – Present). |
Peter S. Drotch Age: 75 | Trustee | October 2007 – Present | Retired. | 151 | None. |
Martin J. Gavin Age: 67 | Trustee | August 2015 – Present | Retired. Formerly, President and Chief Executive Officer, Connecticut Children’s Medical Center (May 2006 – November 2015). | 151 | None. |
Russell H. Jones Age: 72 | Trustee | May 2013 – Present | Retired. | 151 | None. |
Name, Address and Age | Position(s) Held with the Fund | Term of Office and Length of Time Served1 | Principal Occupation(s) During the Past 5 Years | Number of Funds in the Fund Complex Overseen by Trustees2 | Other Board Positions Held by Trustees |
Patrick W. Kenny Age: 74 | Trustee | January 2005 – Present | Retired. | 151 | Assured Guaranty Ltd. (April 2004 – Present). |
Joseph E. Obermeyer Age: 59 | Trustee | May 2013 – Present | President, Obermeyer & Associates, Inc., a provider of financial and economic consulting services (November 1999 – Present). | 151 | None. |
Sheryl K. Pressler Age: 66 | Trustee | January 2006 – Present | Consultant (May 2001 – Present). | 151 | None. |
Christopher P. Sullivan Age: 63 | Trustee | October 2015 – Present | Retired. Formerly, President, Bond Division, Fidelity Management and Research (June 2009 – September 2012). | 151 | None. |
Roger B. Vincent Age: 71 | Trustee | February 2002 – Present | Retired. | 151 | UGI Corporation (February 2006 – Present) and UGI Utilities, Inc. (February 2006 – Present). |
Trustee who is an “Interested Person” |
Name, Address and Age | Position(s) Held with the Fund | Term of Office and Length of Time Served1 | Principal Occupation(s) During the Past 5 Years | Number of Funds in the Fund Complex Overseen by Trustees2 | Other Board Positions Held by Trustees |
Shaun P. Mathews3 Age: 61 | Trustee | June 2006 – Present | President and Chief Executive Officer, Voya Investments, LLC (December 2006 – Present). | 151 | Voya Capital Corporation, LLC and Voya Investments Distributor, LLC, (December 2005 – Present); Voya Funds Services, LLC, Voya Investments, LLC and Voya Investment Management (March 2006 – Present); and Voya Investment Trust Co. (April 2009 – Present). |
1. | Trustees serve until their successors are duly elected and qualified. The tenure of each Trustee who is not an “interested person” as defined in the 1940 Act, of the Fund (as defined below, “Independent Trustee”) is subject to the Board’s retirement policy, which states that each duly elected or appointed Independent Trustee shall retire from and cease to be a member of the Board of Trustees at the close of business on December 31 of the calendar year in which the Independent Trustee attains the age of 75. A majority vote of the Board’s other Independent Trustees may extend the retirement date of an Independent Trustee if the retirement would trigger a requirement to hold a meeting of shareholders of the Fund under applicable law, whether for the purposes of appointing a successor to the Independent Trustee or otherwise complying under applicable law, in which case the extension would apply until such time as the shareholder meeting can be held or is no longer required (as determined by a vote of a majority of the other Independent Trustees). |
2. | For the purposes of this table, “Fund Complex” means the Voya family of funds, including the following investment companies: Voya Asia Pacific High Dividend Equity Income Fund; Voya Balanced Portfolio, Inc.; Voya Emerging Markets High Dividend Equity Fund; Voya Equity Trust; Voya Funds Trust; Voya Global Advantage and Premium Opportunity Fund; Voya Global Equity Dividend and Premium Opportunity Fund; Voya Government Money Market Portfolio; Voya Infrastructure, Industrials and Materials Fund; Voya Intermediate Bond Portfolio; Voya International High Dividend Equity Income Fund; Voya Investors Trust; Voya Mutual Funds; Voya Natural Resources Equity Income Fund; Voya Partners, Inc.; Voya Prime Rate Trust; Voya Senior Income Fund; Voya Separate Portfolios Trust; Voya Series Fund, Inc.; Voya Strategic Allocation Portfolios, Inc.; Voya Variable Funds; Voya Variable Insurance Trust; Voya Variable Portfolios, Inc.; and Voya Variable Products Trust. The number of funds in the Fund Complex is as of February 28, 2017. |
3. | Mr. Mathews is deemed to be an Interested Trustee because of his current affiliation with the Voya funds, Voya Financial, Inc., and Voya Financial, Inc.’s affiliates. |
Aggregate Compensation from the Fund (fiscal year ended February 28, 2017) | Total Compensation from the Fund and Complex Paid to Trustees1 | ||
Name of Trustee | |||
Colleen D. Baldwin | $ | 2,996.25 | $360,000.00 |
John V. Boyer | $ | 3,578.30 | $430,000.00 |
Patricia W. Chadwick | $ | 2,996.25 | $360,000.00 |
Peter S. Drotch | $ | 2,954.68 | $355,000.00 |
Martin J. Gavin | $ | 2,746.80 | $330,000.00 |
Russell H. Jones | $ | 2,954.68 | $355,000.00 |
Patrick W. Kenny | $ | 2,954.68 | $355,000.00 |
Joseph E. Obermeyer | $ | 2,996.25 | $360,000.00 |
Sheryl K. Pressler | $ | 3,287.27 | $395,000.00 |
Christopher P. Sullivan | $ | 2,746.80 | $330,000.00 |
Roger B. Vincent | $ | 2,746.80 | $330,000.00 |
1. | During the fiscal year ended February 28, 2017, Ms. Pressler and Messrs. Boyer, Gavin, Jones, Kenny, and Obermeyer deferred $40,000, $20,000, $165,000, $155,000, $88,750, and $36,000, respectively, of their compensation from the Voya family of funds. |
Name of Trustee | PPR | Aggregate Dollar Range of Equity Securities in all Registered Investment Companies Overseen by Trustee in Family of Investment Companies |
Independent Trustees | ||
Colleen D. Baldwin | $0 | Over $100,0001 |
John V. Boyer | $0 | Over $100,0001 |
Patricia W. Chadwick | $0 | Over $100,000 |
Peter S. Drotch | $0 | Over $100,000 |
Martin J. Gavin | $0 | Over $100,0001 |
Russell H. Jones | $0 | Over $100,0001 |
Patrick W. Kenny | $0 | Over $100,0001 |
Joseph E. Obermeyer | $0 | Over $100,0001 |
Sheryl K. Pressler | $0 | Over $100,0001 |
Christopher P. Sullivan | $0 | None |
Roger B. Vincent | $0 | Over $100,000 |
Trustee who is an “Interested Person” | ||
Shaun P. Mathews | $0 | Over $100,0001 |
1. | Includes the value of shares in which a Trustee has an indirect interest through a deferred compensation plan and/or a 401(k) Plan. |
Name, Address and Age | Position(s) Held with the Fund | Term of Office and Length of Time Served1 | Principal Occupation(s) During the Past 5 Years |
Shaun P. Mathews Age: 61 | President and Chief Executive Officer | November 2006 - Present | President and Chief Executive Officer, Voya Investments, LLC (December 2006 – Present). |
Michael J. Roland Age: 58 | Executive Vice President | February 2002 - Present | Managing Director and Chief Operating Officer, Voya Investments, LLC and Voya Funds Services, LLC (March 2012 – Present). Formerly, Chief Compliance Officer, Directed Services LLC and Voya Investments, LLC (March 2011 – December 2013); Executive Vice President and Chief Operating Officer, Voya Investments, LLC and Voya Funds Services, LLC (January 2007 – April 2012) and Chief Compliance Officer, Voya Family of Funds (March 2011 – February 2012). |
Stanley D. Vyner 230 Park Avenue New York, New York 10169 Age: 66 | Executive Vice President Chief Investment Risk Officer | August 2003 - Present September 2009 - Present | Executive Vice President, Voya Investments, LLC (July 2000 – Present) and Chief Investment Risk Officer, Voya Investments, LLC (January 2003 – Present). |
Name, Address and Age | Position(s) Held with the Fund | Term of Office and Length of Time Served1 | Principal Occupation(s) During the Past 5 Years |
Kevin M. Gleason Age: 50 | Chief Compliance Officer | February 2012 - Present | Senior Vice President Voya Investment Management, LLC and Chief Compliance Officer, Voya Family of Funds (February 2012- Present). Formerly, Assistant General Counsel and Assistant Secretary, The Northwestern Mutual Life Insurance Company, (June 2004 – January 2012). |
Todd Modic Age: 49 | Senior Vice President, Chief/Principal Financial Officer and Assistant Secretary | March 2005 - Present | Senior Vice President, Voya Investments, LLC and Voya Funds Services, LLC (April 2005 – Present). |
Daniel A. Norman Age: 59 | Senior Vice President and Treasurer | April 1995 - Present | Managing Director and Group Head, Voya Investment Management Co. LLC (January 2012 – Present) |
Kimberly A. Anderson Age: 52 | Senior Vice President | November 2003 - Present | Senior Vice President, Voya Investments, LLC (September 2003 – Present). |
Jeffrey A. Bakalar Age: 57 | Senior Vice President | November 1999 - Present | Managing Director and Group Head, Voya Investment Management Co. LLC (January 2012 – Present) |
Elliot A. Rosen Age: 63 | Senior Vice President | May 2002 - Present | Senior Vice President, Voya Investment Management Co. LLC (February 1999 – Present) |
Name, Address and Age | Position(s) Held with the Fund | Term of Office and Length of Time Served1 | Principal Occupation(s) During the Past 5 Years |
Robert Terris Age: 46 | Senior Vice President | May 2006 - Present | Senior Vice President, Head of Division Operations, Voya Investments, LLC (October 2015 – Present) and Voya Funds Services, LLC (March 2006 – Present). |
Fred Bedoya Age: 44 | Vice President | September 2012 - Present | Vice President, Voya Investments, LLC (October 2015 – Present) and Voya Funds Services, LLC (July 2012 – Present). Formerly, Assistant Vice President – Director, Voya Funds Services, LLC (March 2003 – March 2012). |
Maria M. Anderson Age: 58 | Vice President | September 2004 - Present | Vice President, Voya Investments, LLC (October 2015 – Present) and Voya Funds Services, LLC (September 2004 – Present). |
Lauren D. Bensinger Age: 63 | Vice President | August 2003 - Present | Vice President, Voya Funds Services, LLC (February 1996 – Present) and Voya Investments, LLC (October 2004 – Present); Vice President and Money Laundering Reporting Officer, Voya Investments Distributor, LLC (April 2010 – Present). Anti-Money Laundering Compliance Officer, Voya Financial, Inc. (January 2013 – Present); and Money Laundering Reporting Officer, Voya Investment Management Trust Co. (October 2012 – Present). |
Sara Donaldson Age: 57 | Vice President | September 2014 - Present | Vice President, Voya Investments, LLC (October 2015 – Present). Formerly, Vice President, Voya Funds Services, LLC (April 2014 – October 2015). Formerly, Director, Compliance, AXA Rosenberg Global Services, LLC (September 1997 – March 2014). |
Name, Address and Age | Position(s) Held with the Fund | Term of Office and Length of Time Served1 | Principal Occupation(s) During the Past 5 Years |
Micheline S. Faver Age: 39 | Vice President | September 2016 - Present | Vice President, Head of Fund Compliance, Voya Investments, LLC and Chief Compliance Officer for Voya Investments, LLC and Directed Services LLC (June 2016 – Present). Formerly, Vice President Mutual Fund Compliance (March 2014 – June 2016); Assistant Vice President, Mutual Fund Compliance (May 2013 – March 2014); Assistant Vice President, Senior Project Manager (May 2008 – May 2013). |
Robyn L. Ichilov Age: 49 | Vice President | November 1997 - Present | Vice President, Voya Funds Services, LLC (November 1995 – Present) and Voya Investments, LLC (August 1997 – Present). Formerly, Treasurer, Voya Family of Funds (November 1999 – February 2012). |
Jason Kadavy Age: 41 | Vice President | September 2012 - Present | Vice President, Voya Investments, LLC (October 2015 – Present) and Voya Funds Services, LLC (July 2007 – Present). |
Kimberly K. Springer Age: 59 | Vice President | March 2006 - Present | Vice President – Mutual Fund Product Development, Voya Investments, LLC (July 2012 – Present); Vice President, Voya Family of Funds (March 2010 – Present) and Vice President, Voya Funds Services, LLC (March 2006 – Present). Formerly Managing Paralegal, Registration Statements (June 2003 – July 2012). |
Craig Wheeler Age: 48 | Vice President | May 2013 - Present | Vice President – Director of Tax, Voya Investments, LLC (October 2015 – Present). Formerly, Vice President – Director of Tax, Voya Funds Services, LLC (March 2013 – October 2015). Formerly, Assistant Vice President – Director of Tax, Voya Funds Services, LLC (March 2008 – February 2013). |
Huey P. Falgout, Jr. Age: 53 | Secretary | August 2003 - Present | Senior Vice President and Chief Counsel, Voya Investment Management – Mutual Fund Legal Department (March 2010 – Present). |
Name, Address and Age | Position(s) Held with the Fund | Term of Office and Length of Time Served1 | Principal Occupation(s) During the Past 5 Years |
Paul A. Caldarelli Age: 65 | Assistant Secretary | June 2010 - Present | Vice President and Senior Counsel, Voya Investment Management – Mutual Fund Legal Department (March 2010 – Present). |
Theresa K. Kelety Age: 54 | Assistant Secretary | August 2003 - Present | Vice President and Senior Counsel, Voya Investment Management – Mutual Fund Legal Department (March 2010 – Present). |
1. | The officers hold office until the next annual meeting of the Trustees and until their successors have been elected and qualified. |
Fund | Number of Common Shares Outstanding |
PPR | 147,787,711.1780 |
Fund | Name and Address of Shareholder1 | Percentage of Fund |
PPR | Cede & Co PO Box 20 Bowling Green Station New York, NY 10274 | 95.99% |
1. | This entity is the shareholder of record and may be deemed to be the beneficial owner of the shares listed for certain purposes under the securities laws, although in certain instances it may not have an economic interest in these shares and would, therefore, ordinarily disclaim any beneficial ownership therein. |
Fund | Audit Fees1 | Audit-Related Fees2 | Tax Fees3 | All Other Fees4 | ||||
2017 | 2016 | 2017 | 2016 | 2017 | 2016 | 2017 | 2016 | |
PPR | $73,000 | $70,500 | $7,750 | $7,575 | $8,226 | $7,491 | $0 | $0 |
1. | Audit fees consist of fees billed for professional services rendered for the audit of the year-end financial statements and services that are normally provided by KPMG in connection with statutory and regulatory filings. |
2. | Audit-related fees consist principally of fees billed for assurance and related services that are reasonably related to the performance of the audit or review of the Fund’s consolidated financial statements and are not reported under “Audit Fees.” These services include attestation services that are not required by statute or regulations and consultations concerning financial accounting and reporting standards. |
3. | Tax fees consist of fees billed for professional services for tax compliance. These services include assistance regarding federal, state, and local tax compliance. |
4. | All other fees would include fees for products and services other than the services reported above, including those related to the review and issuance of consents on various SEC filings. |
Aggregate Non-Audit Fees | ||
Registrant/Investment Adviser | 2017 | 2016 |
PPR | $15,976 | $15,066 |
Voya Investments, LLC1 | $101,050 | $178,050 |
1. | Includes fees paid by the Adviser and any affiliates of the Adviser that are subsidiaries of Voya Financial, Inc. |
EVERY SHAREHOLDER’S VOTE IS IMPORTANT EASY VOTING OPTIONS: VOTE ON THE INTERNET Log on to: www.proxy-direct.com or scan the QR code Follow the on-screen instructions available 24 hours VOTE BY MAIL Vote, sign and date this Proxy Card and return in the postage-paid envelope VOTE BY PHONE Call 1-800-337-3503 Follow the recorded instructions available 24 hours VOTE IN PERSON Attend Shareholder Meeting 7337 East Doubletree Ranch Road, Suite 100 Scottsdale, Arizona on July 6, 2017 Please detach at perforation before mailing. PROXY VOYA PRIME RATE TRUST ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON JULY 6, 2017 THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF TRUSTEES. The undersigned hereby appoints Huey P. Falgout, Jr., Theresa K. Kelety, or Todd Modic, in any capacity, with full power of substitution as proxy or proxies of the undersigned, to vote all shares of Voya Prime Rate Trust (the “Fund”) which the undersigned is entitled to vote at the Annual Meeting of Shareholders of the Fund to be held July 6, 2017 at 1:00 p.m. (Local time), at 7337 East Doubletree Ranch Road, Suite 100, Scottsdale, Arizona 85258-2034, and any adjournment(s) or postponement(s) thereof. The undersigned hereby acknowledges receipt of the Notice of the Annual Meeting and the accompanying Proxy Statement/Prospectus, the terms of each of which are incorporated by reference, and revokes any proxy heretofore given with respect to such Annual Meeting. If this Proxy is executed but no instructions are given, the votes entitled to be cast by the undersigned will be cast “FOR” the nominees for trustee (Proposal 1). VOTE VIA THE INTERNET: www.proxy-direct.com VOTE VIA THE TELEPHONE: 1-800-337-3503 PLEASE SIGN AND DATE ON THE REVERSE SIDE PRT_28754_042117
EVERY SHAREHOLDER’S VOTE IS IMPORTANT Important Notice Regarding the Availability of Proxy Materials for the Shareholders Meeting to Be Held on July 6, 2017. The Proxy Statement/Prospectus and Notice of Annual Meeting are available at: www.proxyvote.com/voya IF YOU VOTE ON THE INTERNET OR BY TELEPHONE, YOU NEED NOT RETURN THIS PROXY CARD Please detach at perforation before mailing. In their discretion, the proxy holders are authorized to vote upon the matters set forth in the Notice of Meeting and Proxy Statement dated May 19, 2017 and upon all other such matters as may properly come before the meeting or any adjournment thereof. TO VOTE MARK BLOCKS BELOW IN BLUE OR BLACK INK AS SHOWN IN THIS EXAMPLE: X FOR WITHHOLD FOR ALL ALL ALL EXCEPT A Proposal THE BOARD OF TRUSTEES RECOMMENDS THAT YOU VOTE “FOR” THE PROPOSAL. 1. To elect 12 nominees to the Board of Trustees of the Fund. 01. Colleen D. Baldwin 02. John V. Boyer 03. Patricia W. Chadwick 04. Peter S. Drotch 05. Martin J. Gavin 06. Russell H. Jones 07. Patrick W. Kenny 08. Joseph E. Obermeyer 09. Sheryl K. Pressler 10. Christopher P. Sullivan 11. Roger B. Vincent 12. Shaun P. Mathews INSTRUCTIONS: To withhold authority to vote for any individual nominee(s), mark the box “FOR ALL EXCEPT” and write the nominee’s number on the line provided below. 2. To transact such other business as may properly come before the Annual Meeting. B Authorized Signatures ─ This section must be completed for your vote to be counted.─ Sign and Date Below Note: Please sign exactly as your name(s) appear(s) on this proxy card, and date it. When shares are held jointly, each holder should sign. When signing as attorney, executor, administrator, trustee, officer of corporation or other entity or in another representative capacity, please give the full title under the signature. Date (mm/dd/yyyy) ─ Please print date below Signature 1 ─ Please keep signature within the box Signature 2 ─ Please keep signature within the box / / 608999900109999999999 + xxxxxxxxxxxxxx VOY 28754 M xxxxxxxx