UNITED ~~STATESSECURITIES AND EXCHANGE COMMISSIONWASHINGTON, D.C. 20549~~STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) ~~of the Securities Exchange Act of 1934~~

~~Date~~ of ~~Report~~the ~~(Date~~Securities ofExchange ~~earliest~~Act ~~event~~of ~~reported): November 07, 2022~~1934

Date of Report (Date of earliest event reported) December 15, 2022 (December 14, 2022)

BENEFITFOCUS, INC.

(Exact name of ~~Registrant~~registrant as ~~Specified~~specified in ~~Its~~its ~~Charter~~charter)

Delaware	001-36061	46-2346314
(State or Other Jurisdictionof Incorporation)	(Commission File Number)	(IRS EmployerIdentification No.)
100 Benefitfocus Way
Charleston, South Carolina		29492
(Address of Principal Executive Offices)		(Zip Code)

Delaware

(State or other jurisdiction of incorporation)

Registrant’s Telephone Number, Including Area Code: (843) 849-7476

001-36061

46-2346314

(Commission

File Number)

(IRS Employer
Identification No.)

100 Benefitfocus Way, Charleston, South Carolina 29492

(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code (843) 849-7476

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐☒ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		~~TradingSymbol~~Trading Symbol(s)		Name of each exchange on which registered
Common Stock, $0.001 Par Value		BNFT		~~The~~Nasdaq ~~NASDAQ~~ Global Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this ~~chapter~~Chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this ~~chapter~~Chapter).

Emerging ~~growth~~Growth ~~company~~ Company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 28.~~02 Results~~01. ofOther ~~Operations and Financial Condition.~~Events

OnAs ~~November~~previously 7disclosed, on November 1, 2022, Benefitfocus, Inc. (the “Company”) ~~issued~~entered ainto ~~press~~an ~~release~~Agreement ~~announcing~~and ~~its~~Plan ~~operating~~of ~~results~~Merger ~~for~~ (the ~~quarter~~“Merger ~~ended~~Agreement”) ~~September~~by 30and among the Company, ~~2022~~Voya Financial, Inc. A, ~~copy~~a Delaware corporation (“Parent”) and Origami Squirrel Acquisition Corp, a Delaware corporation and wholly owned subsidiary of Parent (“Merger Sub”). Pursuant to the ~~press~~Merger ~~release~~Agreement, isMerger ~~attached~~Sub ~~hereto~~will asbe ~~Exhibit~~merged ~~99.1~~with and isinto ~~incorporated~~the ~~herein~~Company in(the ~~its~~“Merger”), ~~entirety~~with bythe ~~reference~~Company continuing as the surviving corporation in the Merger.

The ~~information~~completion inof ~~this~~the ~~Item~~Merger ~~2.02~~is ~~(including~~conditioned ~~Exhibit~~upon, ~~99.1)~~among ~~shall~~other ~~not~~things, beexpiration ~~deemed~~or ~~“filed”~~termination ~~for~~of ~~purposes~~any ofapplicable ~~Section~~waiting 18period ofunder the ~~Securities~~Hart-Scott-Rodino ~~Exchange~~Antitrust Improvements Act of ~~1934~~1976, as amended (the “~~Exchange~~HSR Act”) orrelating ~~otherwise subject~~ to the ~~liabilities~~consummation of ~~that~~the ~~section,~~Merger. ~~nor~~The ~~shall~~applicable itwaiting beperiod ~~deemed incorporated by reference in any filing~~ under the ~~Securities~~HSR Act ofexpired ~~1933~~at ~~(the~~11:59 ~~“Securities~~p.m., ~~Act”)~~Eastern ortime, ~~the~~on ~~Exchange Act~~December 14, ~~except as expressly set forth by specific reference in such a filing~~2022.

~~Item~~Additional ~~9.01 Financial~~Information ~~Statements~~ and ~~Exhibits.~~Where to Find It

This communication may be deemed to be solicitation material in respect of the proposed transaction of the Company by Parent. In connection with the proposed transaction, the Company has filed with the Securities and Exchange Commission (dthe “SEC”) ~~Exhibits~~ a proxy statement on Schedule 14A in preliminary form, and will file with the SEC and furnish to its stockholders a proxy statement on Schedule 14A in definitive form, along with other relevant documents. STOCKHOLDERS OF THE COMPANY ARE URGED TO READ THE PRELIMINARY AND DEFINITIVE PROXY STATEMENTS AND ANY OTHER DOCUMENTS FILED WITH THE SEC IN CONNECTION WITH THE PROPOSED TRANSACTION OR INCORPORATED BY REFERENCE IN THE PROXY STATEMENT WHEN THEY BECOME AVAILABLE, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED MERGER. Investors and security holders will be able to obtain the documents free of charge at the SEC’s web site, http://www.sec.gov, and the Company’s stockholders will receive information at an appropriate time on how to obtain transaction-related documents free of charge from the Company.

~~Exhibit~~ No~~. Description~~ Offer or Solicitation

~~99.1 Press~~This ~~release~~communication ~~dated~~is ~~November~~for 7information purposes only and is not intended to and does not constitute, ~~2022~~or form part of, an offer, invitation or the solicitation of an offer or invitation to purchase, otherwise acquire, subscribe for, sell or otherwise dispose of any securities, or the solicitation of any vote or approval in any jurisdiction, pursuant to the proposed transaction or otherwise, nor shall there be any sale, issuance or transfer of securities in any jurisdiction in contravention of applicable law.

~~104 Cover~~Participants ~~Page~~in ~~Interactive~~Solicitation ~~Data File (embedded within the Inline XBRL document).~~

The Company and its directors and executive officers may be deemed to be participants in the solicitation of proxies from the Company’s stockholders in respect of the proposed acquisition. Information about the directors and executive officers of the Company is set forth in the proxy statement for the Company’s 2022 Annual Meeting of Stockholders, which was filed with the SEC on May 9, 2022. Investors may obtain additional information regarding the interest of such participants by reading the proxy statement regarding the proposed acquisition when it becomes available.

SIGNATURE

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~~thereunto duly authorized.

	~~BENEFITFOCUS, INC.~~	BENEFITFOCUS, INC.
Date: November 7, 2022	/s/ Alpana Wegner
Date: December 15, 2022		By:	/s/ Alpana Wegner
	Alpana Wegner
		Name:	Alpana Wegner
	Chief Financial Officer(Principal financial and accounting officer)
		Title:	Chief Financial Officer

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