Voya GLOBAL EQUITY DIVIDEND & PREMIUM OPPORTUNITY FUND
For the period ended May 1, 2025. Filed May 14, 2025.
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May 1, 2025 · Filed May 14, 2025
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DEF 14A 1 f42025d1.htm CLOSED END FUND PROXY
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
| Filed by the Registrant (X) | |||
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| Filed by a Party other than the Registrant ( | ) | ||
| Check the appropriate box: | |||
| ( | ) | Preliminary Proxy Statement | ( ) Confidential, for Use of the Commission Only (as permitted |
| (X) | Definitive Proxy Statement | by Rule 14a-6(e)(2)) | |
| ( | ) | Definitive Additional Materials | |
| ( | ) | Soliciting Material Under Rule 14a-12 | |
VOYA ASIA PACIFIC HIGH DIVIDEND EQUITY INCOME FUND
VOYA EMERGING MARKETS HIGH DIVIDEND EQUITY FUND
VOYA GLOBAL ADVANTAGE AND PREMIUM OPPORTUNITY FUND
VOYA GLOBAL EQUITY DIVIDEND AND PREMIUM OPPORTUNITY FUND
VOYA INFRASTRUCTURE, INDUSTRIALS AND MATERIALS FUND
(Name of Registrant as Specified in Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of filing fee (Check the appropriate box):
(X)No fee required.
| ( ) | Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11. |
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(1)Title of each class of securities to which transaction applies:
(2)Aggregate number of securities to which transaction applies:
(3)Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the filing fee is calculated and state how it was determined.):
(4)Proposed maximum aggregate value of transaction:
(5)Total fee paid:
| ( | ) | Fee paid previously with preliminary materials: |
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| ( | ) | Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the |
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Dear Shareholder:
On behalf of the Boards of Trustees (the“Board”), we are pleased to inviteyou to the annual meeting of shareholders (the“Annual Meeting”) of Voya Asia Pacific High Dividend Equity Income Fund, Voya Emerging Markets High Dividend Equity Fund, Voya Global Advantage and Premium Opportunity Fund, Voya Global Equity Dividend and Premium Opportunity Fund, and Voya Infrastructure, Industrialsand Materials Fund (each a“Fund,” and collectively, the“Funds”). The Annual Meeting is scheduled for 1:00 p.m. MST on July 29, 2025. In order to facilitate maximum participation by shareholders and for ease of accessibility, the Annual Meeting will be held in a virtual meeting format only. You will be able to attendand participate in the Annual Meeting online by visitingwww.meetnow.global/MHVPYXJ where you will be able to listen to the Annual Meeting live, submit questions and vote. You will need your unique control number, which appearson the proxy ballot sent to you. The control number can be found in the shadedbox. Please see the“How do I attend the virtual Annual Meeting?” section ofthe proxy statement for more details regarding the logistics of the virtual formatof the Annual Meeting. You will not be able to attend the meeting physically.
At the Annual Meeting, shareholders of each Fund will be asked to elect three nominees to the Board of such Fund (the“Proposal”). Formal notice ofthe Annual Meeting appears on the next page, followed by the proxy statement(the“Proxy Statement”). The Proposal is discussed in detail in the enclosed Proxy Statement, which you should read carefully. After careful consideration, the Board recommends that you vote“FOR” the Proposal.
Your vote is important regardless of the number of shares you own. To avoidthe added cost of follow-up solicitations and possible adjournments, please takea few minutes to read the Proxy Statement and cast your vote. It is important that your vote be received no later than July 28, 2025.
We appreciate your participation and prompt response in this matter andthank you for your continued support.
Sincerely,
Christian G. Wilson
President
Notice of Annual Meeting of Shareholders
of
Scheduled for July 29, 2025 at 1:00 p.m. (MST)
To the Shareholders:
NOTICE IS HEREBY GIVEN that an annual meeting of the shareholders (the“Annual Meeting”) of Voya Asia Pacific High Dividend Equity Income Fund, Voya Emerging Markets High Dividend Equity Fund, Voya Global Advantage and Premium Opportunity Fund, Voya Global Equity Dividend and Premium Opportunity Fund, and Voya Infrastructure, Industrials and Materials Fund (each a“Fund,” andcollectively, the“Funds”) is scheduled for 1:00 p.m. MST on July 29, 2025. Inorder to facilitate maximum participation by shareholders and for ease ofaccessibility, the Annual Meeting will be held in a virtual meeting format only. You can attend and participate in the Annual Meeting online by visitingwww.meetnow.global/MHVPYXJ where you will be able to listen to the Annual Meeting live, submit questions and vote. You will need your unique control number, which appears on the proxy ballot sent to you. The control number can be foundin the shaded box. If you hold your shares through an intermediary, such as abank or broker, you must register in advance to attend the Annual Meeting. Toregister you must submit proof of your proxy power (legal proxy) reflecting your Fund holdings along with your name and email address to Computershare Fund Services, the Fund's tabulator. You may forward an email from your intermediaryor attach an image of your legal proxy to shareholdermeetings@computershare.com. Please see the“How do I attend the virtual Annual Meeting?” section of theenclosed proxy statement (the“Proxy Statement”) for more details regardingthe logistics of the Annual Meeting, including the ability to submit questions, and technical details and support related to accessing the virtual platform forthe Annual Meeting. You will not be able to attend the meeting physically.
At the Annual Meeting, shareholders will be asked:
To elect three nominees to the Board of Trustees of each Fund (the“Proposal”);
To transact such other business, not currently contemplated, that mayproperly come before the Annual Meeting, or any adjournments orpostponements thereof, in the discretion of the proxies or their substitutes.
Please read the enclosed Proxy Statement carefully for information concerningthe Proposal to be placed before the Annual Meeting.
This Proxy Statement and form of proxy ballot (“Proxy Ballot”) were first sent or given to shareholders on or about May 28, 2025. The Boards of Trustees recommend that you vote“FOR” the Proposal.
Shareholders of record as of the close of business on May 1, 2025, areentitled to notice of, and to vote at, the Annual Meeting, and are also entitledto vote at any adjournments or postponements thereof. Your attention is calledto the accompanying Proxy Statement. Regardless of whether you plan to attendthe Annual Meeting, please complete, sign, and return promptly, but in no event later than July 28, 2025, the enclosed Proxy Ballot so that a quorum will bepresent and a maximum number of shares may be voted. Proxies may be revokedat any time before they are exercised by submitting a revised Proxy Ballot, bygiving written notice of revocation to the Funds or by voting at the Annual Meeting.
By Order of the Boards of Trustees
Joanne F. Osberg
Secretary
PROXY STATEMENT
Annual Meeting of Shareholders
Scheduled for July 29, 2025 at 1:00 p.m. (MST)
Important Notice Regarding the Availability of Proxy Materials
for the Shareholder Meeting to be Held on July 29, 2025
This Proxy Statement and Notice of Annual Meeting of Shareholders are
available at: www.proxyvote.com/voya
Table of Contents
| Introduction | 1 |
|---|---|
| Why did you send me this booklet? | 1 |
| What proposal will be considered at the Annual Meeting? | 1 |
| Who is eligible to vote? | 1 |
| How do I vote? | 1 |
| How do I attend the virtual Annual Meeting? | 2 |
| When will the Annual Meeting be held? | 3 |
| How can I obtain more information about each Fund? | 3 |
| Who are the service providers to each Fund? | 3 |
| Proposal One – Election of the 2025 Nominees | 5 |
| What is Proposal One? | 5 |
| Who are the 2025 Nominees and what are their qualifications? | 6 |
| Who are the Trustees? | 7 |
| How long will the Trustees serve on the Board? | 7 |
| What is the required vote? | 8 |
| What is the Board’s recommendation? | 8 |
| Further Information about the Trustees and Officers | 9 |
| General Information about the Proxy Statement | 17 |
| Who is asking for my vote? | 17 |
| How is my proxy being solicited? | 17 |
| What happens to my proxy once I submit it? | 17 |
| Can I revoke my proxy after I submit it? | 17 |
| How will my shares be voted? | 17 |
| How will the meeting be conducted? | 18 |
| How many shares are outstanding? | 18 |
| Section 16(a) Reports | 19 |
| Shareholder Communications with the Board | 19 |
| What is the deadline to submit a proposal for the 2026 Annual Meeting? | 19 |
| Who are each Fund’s independent public accountants? | 19 |
| Why did my household only receive one copy of this Proxy Statement? | 21 |
| Who pays for this proxy solicitation? | 21 |
| Appendix A: 2025 Nominees | 22 |
| Appendix B: Current Trustees | 24 |
| Appendix C: Trustee Compensation Table | 27 |
| Appendix D: Shares Owned by Trustees | 28 |
| Appendix E: Officers | 29 |
| Appendix F: Shares Outstanding | 36 |
| Appendix G: 5 Percent Beneficial Ownership | 37 |
| Appendix H: Fees Paid to the Independent Registered Public Accountants | 41 |
| Appendix I: Charter of the Voya Funds Audit Committee | 43 |
| Appendix J: Charter of the Voya Funds Nominating and Governance Committee | 57 |
Introduction
Voya Asia Pacific High Dividend Equity Income Fund (“IAE”)
Voya Emerging Markets High Dividend Equity Fund (“IHD”)
Voya Global Advantage and Premium Opportunity Fund (“IGA”)
Voya Global Equity Dividend and Premium Opportunity Fund (“IGD”)
Voya Infrastructure, Industrials and Materials Fund (“IDE”)
(each a“Fund,” and collectively, the“Funds”)
Why did you send me this booklet?
This booklet includes a proxy statement (the“Proxy Statement”) and a proxy ballot (the“Proxy Ballot”) for each Fund in which you have an interest. It providesyou with information you should review before providing voting instructions onthe matters listed in the Notice of Annual Meeting of Shareholders. The words“you” and“shareholder” are used in this Proxy Statement to refer to the personor entity that has voting rights or is being asked to provide voting instructionsin connection with the shares.
What proposal will be considered at the Annual Meeting?
At the annual meeting of shareholders (the“Annual Meeting”), shareholdersof each Fund are being asked to approve the election of three nominees to the Board of Trustees of each Fund (the“Proposal”).
Who is eligible to vote?
Shareholders of record holding an investment in shares of a Fund as of theclose of business on May 1, 2025 (the“Record Date”) are eligible to vote atthe Annual Meeting or any adjournments or postponements thereof. As a beneficial owner, you are also invited to attend the Annual Meeting online. If you hold your shares through an intermediary, such as a bank or broker, you must registerin advance to attend the Annual Meeting as described below under the“Howdo I attend the virtual Annual Meeting?” section.
How do I vote?
You may vote in one of four ways:
By Internet. The web address and instructions for voting can be foundon 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 onthe 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 itin the postage-paid envelope we provided. Joint owners must each signthe Proxy Ballot.
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.