BNFT Benefitfocus Inc

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

Filed by the Registrant  ☒

Filed by a Party other than the Registrant  ☐

Check the appropriate box:

BENEFITFOCUS, INC.

(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):

100 Benefitfocus Way

Charleston, South Carolina 29492

December 19, 2022

Dear Benefitfocus Stockholders,

You are cordially invited to attend a special meeting of the stockholders of Benefitfocus, Inc. (the “Company” or “Benefitfocus”) to be held on January 20, 2023 at 10:00 a.m. Eastern time (the “Special Meeting”) at our offices located at 215 Benefitfocus Way, Charleston, South Carolina 29492, subject to any adjournments or postponements thereof.

At the Special Meeting, you will be asked to consider and vote on a proposal to adopt the Agreement and Plan of Merger, dated as of November 1, 2022, as amended and restated by the Amended and Restated Agreement and Plan of Merger on December 19, 2022 (as may be further amended or modified from time to time in accordance with its terms, the “Merger Agreement”), by and among Benefitfocus, Voya Financial, Inc. (“Voya”) and Origami Squirrel Acquisition Corp (“Merger Sub”). Subject to the terms and conditions of the Merger Agreement, Merger Sub will be merged with and into Benefitfocus (the “Merger”) and Benefitfocus will survive the Merger as a wholly owned subsidiary of Voya.

Also on November 1, 2022, the Company, Voya and Merger Sub entered into support agreements with each of BuildGroup, LLC, a Company stockholder (“BG,” and such agreement, the “BG Support Agreement”), and Indaba Capital Management, L.P., a Company stockholder (“Indaba,” and such agreement, the “Indaba Support Agreement,” and, together with the BG Support Agreement, the “Support Agreements”), pursuant to which each of BG and Indaba has agreed to, among other things, vote its shares of Company capital stock in favor of the adoption of the Merger Agreement, not vote its shares of Company capital stock for any alternative proposal or any other transaction, proposal, agreement, or action made in opposition to the adoption of the Merger Agreement or in competition or inconsistent with the Merger, not exercise any appraisal rights under Section 262 of the General Corporation Law of the State of Delaware and not transfer its shares of Company capital stock (subject to certain exceptions). As of the close of business on December 14, 2022, there were 3,963,694 shares of Benefitfocus common stock, par value $0.001 per share (“Common Stock”), and 1,777,778 shares of Benefitfocus series A convertible preferred stock, par value $0.001 per share (“Preferred Stock”), convertible into 5,333,334 shares of Common Stock, subject to the Support Agreements. The Preferred Stock, together with the shares of Common Stock subject to the Support Agreements, represent approximately 23.4% of the outstanding voting power of Company capital stock as of December 14, 2022. We expect that a similar figure will be outstanding and entitled to vote at the Special Meeting as of the close of business on December 16, 2022, the record date for the Special Meeting.

If the Merger is completed, our common stockholders will have the right to receive $10.50 in cash, without interest and subject to any applicable withholding taxes, for each share of Common Stock, other than Excluded Shares (as defined in the accompanying proxy statement), that they own immediately prior to the effective time of the Merger (the “Effective Time”), which represents a premium of approximately 49% over the $7.05 per share closing trading price of our Common Stock on October 31, 2022, the last trading day prior to the date of the announcement of the Merger Agreement, and a premium of approximately 65% over the 30-day volume weighted average price (“VWAP”) of $6.36 per share for the 30-day period ended October 31, 2022. If the Merger is completed, our preferred stockholders will have the right to receive $47.25 in cash, plus accumulated and unpaid dividends to, but not including, the date the Merger is completed, without interest and subject to any applicable withholding taxes, for each share of Preferred Stock that they own immediately prior to the Effective Time.

Our Common Stock is listed on Nasdaq Global Market (“NASDAQ”) under the symbol “BNFT.” The closing price of our Common Stock on NASDAQ on December 14, 2022, the most recent practicable date prior to the date of the accompanying proxy statement, was $10.42 per share.

The board of directors of Benefitfocus (the “Board”) has reviewed and considered the terms and conditions of the Merger and unanimously (i) approved the Merger Agreement, the Support Agreements, the Merger and the transactions contemplated by the Merger Agreement, (ii) declared advisable the Merger Agreement, the Merger and the transactions contemplated by the Merger Agreement, (iii) determined that the Merger Agreement, the Support Agreements, the Merger and the transactions contemplated by the Merger Agreement are fair to, and in the best interests of, Benefitfocus and its stockholders (other than Excluded Shares that are not Dissenting Shares (as defined in the accompanying proxy statement)), (iv) resolved to recommend that the Company’s stockholders entitled to vote adopt the Merger Agreement, and (v) directed that the Merger Agreement be submitted to the Company’s stockholders for their adoption. The Board made its determination after considering a number of factors more fully described in the accompanying proxy statement. Approval of the proposal to adopt the Merger Agreement (the “Merger Proposal”) requires the affirmative vote of the holders of a majority of the outstanding shares of our Common Stock and Preferred Stock, voting together as a single class (with each share of Preferred Stock voting on an as-converted basis), entitled to vote thereon at the Special Meeting. The Board unanimously recommends that you vote “FOR” the proposal to adopt the Merger Agreement.

At the Special Meeting, stockholders will also be asked to vote on a proposal to approve, on a non-binding, advisory basis, certain compensation that will or may be paid to certain of Benefitfocus’s named executive officers by Benefitfocus based on or otherwise relating to the Merger (the “Named Executive Officer Merger-Related Compensation Proposal”), as required by the rules adopted by the U.S. Securities and Exchange Commission (“SEC”). Approval of the Named Executive Officer Merger-Related Compensation Proposal requires the affirmative vote of the holders of a majority of the voting power of the Common Stock and Preferred Stock, voting together as a single class (with each share of Preferred Stock voting on an as-converted basis), entitled to vote thereon that are present in person or represented by proxy at the Special Meeting. The Board unanimously recommends that you vote “FOR” the Named Executive Officer Merger-Related Compensation Proposal.

The Board is soliciting your proxy to ensure that a quorum is present, and that your shares are represented and voted, at the Special Meeting and any postponement or adjournment thereof.

If your shares are held in “street name,” you should instruct your broker, bank or other nominee how to vote your shares on each proposal in accordance with your voting instruction form.

The Merger cannot be completed unless Benefitfocus stockholders adopt the Merger Agreement. Your vote is very important, regardless of the number of shares you own. Whether or not you expect to attend the Special Meeting, please submit a proxy to vote your shares as promptly as possible so that your shares may be represented and voted at the Special Meeting. If you attend the Special Meeting and vote in person during the meeting, your vote by ballot will revoke any proxy previously submitted. If you are a stockholder of record and you do not sign and return your proxy or attend the Special Meeting, your shares will not be counted for purposes of determining whether a quorum is present at the Special Meeting and will have the same effect as a vote “AGAINST” the Merger Proposal, but will have no effect on the outcome of the Named Executive Officer Merger-Related Compensation Proposal, assuming that a quorum exists.

If you are the beneficial owner of shares held in “street name” and fail to instruct your broker, bank or other nominee how to vote your shares, your shares will not be counted for purposes of determining whether a quorum is present at the Special Meeting. Your broker, bank and other nominee will not be permitted to vote those shares on either of the two proposals described in this proxy statement. This will have the same effect as a vote “AGAINST” the Merger Proposal, but will have no effect on the Named Executive Officer Merger-Related Compensation Proposal, assuming that a quorum exists.

The obligations of Benefitfocus, Voya and Merger Sub to complete the Merger are subject to the satisfaction or waiver of certain conditions. The accompanying proxy statement contains detailed information about Benefitfocus, the Special Meeting, the Merger Agreement, the Merger, the Support Agreements, the proposals

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that stockholders are being asked to approve and related matters. A copy of the Merger Agreement is attached as Annex A to the accompanying proxy statement and incorporated therein by reference. A copy of the BG Support Agreement is attached as Annex B to the accompanying proxy statement and incorporated therein by reference. A copy of the Indaba Support Agreement is attached as Annex C to the accompanying proxy statement and incorporated therein by reference. We urge you to, and you should, read the proxy statement carefully and in its entirety, including the Merger Agreement, the Support Agreements and the other annexes and the documents referred to or incorporated by reference in the accompanying proxy statement. You may obtain additional information about Benefitfocus from documents we have filed or furnished with the SEC.

If you have any questions or need assistance voting your shares of our Common Stock or Preferred Stock, please contact Okapi Partners LLC, our proxy solicitor, by calling (212) 297-0720, or toll-free at (855) 305-0855, or via email at info@okapipartners.com.

Sincerely,
		Douglas A. Dennerline
		Chairman of the Board

Neither the SEC nor any state securities regulatory agency has approved or disapproved of the Merger, passed upon the merits of the Merger Agreement or the Merger or determined if the accompanying proxy statement is accurate or complete. Any representation to the contrary is a criminal offense.

The accompanying proxy statement is dated December 19, 2022 and, together with the enclosed form of proxy card, is first being mailed on or about December 19, 2022 to Benefitfocus stockholders of record who owned shares of Common Stock or Preferred Stock as of the close of business on December 16, 2022.

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100 Benefitfocus Way

Charleston, South Carolina 29492

YOUR VOTE IS VERY IMPORTANT. WHETHER OR NOT YOU PLAN TO ATTEND THE SPECIAL MEETING, PLEASE SUBMIT A PROXY TO VOTE YOUR SHARES OF COMMON STOCK AND PREFERRED STOCK OVER THE INTERNET OR BY TELEPHONE PURSUANT TO THE INSTRUCTIONS CONTAINED IN THESE MATERIALS OR COMPLETE, DATE, SIGN AND RETURN A PROXY CARD AS PROMPTLY AS POSSIBLE. IF YOU RECEIVE MORE THAN ONE PROXY CARD BECAUSE YOU OWN SHARES REGISTERED IN DIFFERENT NAMES OR ADDRESSES, EACH PROXY SHOULD BE

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SUBMITTED. IF YOU DO NOT SUBMIT YOUR PROXY OR ATTEND THE SPECIAL MEETING AND VOTE IN PERSON DURING THE SPECIAL MEETING, IT WILL HAVE THE SAME EFFECT AS A VOTE “AGAINST” THE MERGER PROPOSAL.

If your shares are held through a bank, broker or other nominee, you are considered the “beneficial owner” of shares held in “street name.” If you hold your shares in “street name,” you should instruct your bank, broker or other nominee how to vote your shares in accordance with the voting instruction form provided by your bank, broker or other nominee. Your bank, broker or other nominee cannot vote on any of the proposals to be considered at the Special Meeting without your instructions. If your shares are held by a broker, bank or other nominee and you wish to vote in person during the Special Meeting, you must bring to the Special Meeting a proxy from the broker, bank or other nominee that holds your shares authorizing you to vote in person during the Special Meeting. Please also bring to the Special Meeting your account statement evidencing your beneficial ownership of Common Stock or Preferred Stock as of the Record Date. IF YOU HOLD YOUR SHARES IN “STREET NAME” AND DO NOT INSTRUCT YOUR BROKER, BANK OR OTHER NOMINEE HOW TO VOTE YOUR SHARES OR IF YOU WISH TO VOTE IN PERSON AND DO NOT OBTAIN A PROXY FROM YOUR BROKER, BANK OR OTHER NOMINEE OR YOU DO NOT ATTEND THE SPECIAL MEETING AND VOTE IN PERSON DURING THE SPECIAL MEETING, IT WILL HAVE THE SAME EFFECT AS A VOTE “AGAINST” THE MERGER PROPOSAL.

You may revoke your proxy at any time before the vote at the Special Meeting by following the procedures outlined in the accompanying proxy statement.

The proxy statement of which this notice forms a part provides a detailed description of the Merger, the Merger Agreement, the Support Agreements, the Merger Proposal and the Named Executive Officer Merger-Related Compensation Proposal, and provides specific information concerning the Special Meeting. We urge you to read the proxy statement, including any documents incorporated therein by reference, and its annexes carefully and in their entirety. If you have any questions concerning the Merger or the proxy statement, would like additional copies of the proxy statement or need help voting your shares of Common Stock or Preferred Stock, please contact Okapi Partners LLC, our proxy solicitor, by calling (212) 297-0720, or toll-free at (855) 305-0855, or via email at info@okapipartners.com.

December 19, 2022

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TABLE OF CONTENTS

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QUESTIONS AND ANSWERS ABOUT THE SPECIAL MEETING AND THE MERGER

The following are brief answers to certain questions that you may have regarding the Merger, the Special Meeting and the proposals being considered at the Special Meeting. We urge you to carefully read the remainder of this proxy statement because the information in this section does not provide all of the information that might be important to you with respect to the Merger and the Special Meeting. Additional important information is also contained in the annexes attached to this proxy statement and the documents referred to or incorporated by reference into this proxy statement. You may obtain the information incorporated by reference in this proxy statement without charge by following the instructions in the section entitled “Where You Can Find More Information,” beginning on page 134 of this proxy statement.

You are also being asked to vote on a proposal to approve, on a non-binding, advisory basis, certain compensation that will or may be paid by Benefitfocus to certain of our named executive officers that is based on or otherwise relates to the Merger.

This proxy statement, which you should read carefully and in its entirety, contains important information about the Merger, the Merger Agreement, the Support Agreements, the Special Meeting of our stockholders and the matters to be voted on thereat. The enclosed materials allow you to submit a proxy to vote your shares of Common Stock or Preferred Stock without attending the Special Meeting and to ensure that your shares are represented and voted at the Special Meeting.

Your vote is very important. Even if you plan to attend the Special Meeting, we encourage you to submit a proxy as soon as possible.

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You will not be entitled to receive shares in the Surviving Corporation or in Voya nor will you have any interest in the future earnings or growth of the Surviving Corporation or Voya.

If you wish to attend the Special Meeting, you must bring photo identification. If your shares are held by a broker, bank or other nominee and you wish to vote in person during the Special Meeting, you must bring to the Special Meeting a proxy from the broker, bank or other nominee that holds your shares authorizing you to vote in person during the Special Meeting. Please also bring to the Special Meeting your account statement evidencing your beneficial ownership of Common Stock or Preferred Stock as of the Record Date.

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If your shares are held in the name of a bank, broker or other holder of record (also known as “street name”), you have the right to direct your bank, broker or other nominee on how to vote your shares by using the voting instruction form provided to you by them, or by following their instructions for voting through the internet or by telephone. In the alternative, you may vote at the meeting if you obtain a legal proxy from your bank, broker or other nominee and present it at the meeting. In order for your shares to be voted on all matters presented at the meeting, we urge all stockholders whose shares are held in street name by a bank, brokerage firm or other nominee to provide voting instructions to such record holder.

Even if you plan to attend the Special Meeting, you are strongly encouraged to vote your shares by proxy.

Internet and telephone voting facilities will close at 11:59 p.m., Eastern time, on January 19, 2023, for the voting of shares held by stockholders of record or held in street name.

Mailed proxy cards with respect to shares of record must be received no later than January 19, 2023.

If you properly sign your proxy card but do not mark the boxes indicating how your shares of Common Stock or Preferred Stock should be voted on any particular matter, the shares of Common Stock or Preferred Stock represented by your properly signed proxy will be voted as recommended by the Board, which means your shares of Common Stock or Preferred Stock will be voted “FOR” the Merger Proposal and “FOR” the Named Executive Officer Merger-Related Compensation Proposal.

If you are a beneficial owner of Common Stock or Preferred Stock held by a bank, broker or other nominee, you will need to contact the bank, broker or other nominee to revoke your proxy.

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Stockholders may also be asked to transact such other business as may properly be brought before the Special Meeting or any adjournments or postponements of the Special Meeting, by or at the direction of the Board.

If you are a stockholder of record and you do not sign and return your proxy or attend the Special Meeting, your shares will not be counted for purposes of determining whether a quorum is present at the Special Meeting and will have the same effect as a vote “AGAINST” the Merger Proposal.

If you are the beneficial owner of shares held in “street name” and fail to instruct your broker, bank or other nominee how to vote your shares, your shares will not be counted for purposes of determining whether a

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quorum is present at the Special Meeting. Your broker, bank and other nominee will not be permitted to vote those shares with respect to the Merger Proposal. This will have the same effect as a vote “AGAINST” the Merger Proposal.

If you are a stockholder of record and you do not sign and return your proxy or attend the Special Meeting or if you are the beneficial owner of shares held in “street name” and fail to instruct your broker, bank or other nominee how to vote your shares, your shares will not be counted for purposes of determining whether a quorum is present at the Special Meeting, but will have no effect on the outcome of the Named Executive Officer Merger-Related Compensation Proposal, assuming that a quorum exists.

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As of December 14, 2022, the directors and executive officers of Benefitfocus beneficially owned, in the aggregate, 5,848,517 outstanding shares of Common Stock and Preferred Stock representing 14.7% of the voting power of the shares of Common Stock and Preferred Stock issued and outstanding on that date. We expect that a similar figure will be outstanding and entitled to vote at the Special Meeting as of the close of business on the Record Date.

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You will have the right to receive the Merger consideration if the Merger Proposal is approved and the Merger is completed even if your shares are not voted at the Special Meeting. However, if your shares are not voted at the Special Meeting, it will have the same effect as a vote “AGAINST” the Merger Proposal.

Failure to strictly comply with all procedures required by Section 262 of the DGCL will result in a loss of your right to appraisal. We encourage you to read these provisions carefully and in their entirety and, in view of their complexity, to promptly consult with your legal and financial advisors if you wish to pursue your appraisal rights in connection with the Merger.

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If you received a household mailing and you would like to have additional copies of this proxy statement mailed to you or you would like to opt out of this practice for future mailings, we will promptly deliver such additional copies to you if you submit your request to Benefitfocus’s Corporate Secretary in writing at Benefitfocus, Inc., Attn: Corporate Secretary, 100 Benefitfocus Way, Charleston, South Carolina 29492, or call us at (843) 849-7476. You may also contact us in the same manner if you received multiple copies of this proxy statement and would prefer to receive a single copy of future mailings.

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As promptly as practicable following the date of the Merger Agreement, but in any event prior to the Effective Time, the Company will take all actions necessary or required under the ESPP and applicable laws to ensure that (i) except for the Final Offering, no offering period will be authorized or commenced on or after the date of the Merger Agreement, (ii) the Final Offering will end on the Closing Date, (iii) each ESPP participant’s accumulated contributions under the ESPP will be returned to the participant through the payroll system of the Surviving Corporation, as soon as practicable following the Closing, and (iv) the ESPP will terminate in its entirety at the Effective Time and no further rights will be granted or exercised under the ESPP thereafter.

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Okapi Partners LLC

1212 Avenue of the Americas, 17th Floor

New York, New York 10036

(212) 297-0720 (Main)

(855) 305-0855 (Toll Free)

info@okapipartners.com

or

Benefitfocus Investor Relations

100 Benefitfocus Way

Charleston, South Carolina 29492

Telephone: (843) 284-1052 (ext. 6441)

Email: ir@benefitfocus.com

If your broker, bank or other nominee holds your shares, you should also call your broker, bank or other nominee for additional information.

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CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

Certain statements in this communication may constitute “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934 (the “Exchange Act”), each as amended. Forward-looking statements are often identified by the use of words such as, but not limited to, “anticipate,” “believe,” “can,” “continue,” “could,” “estimate,” “expect,” “intend,” “may,” “might,” “will,” “plan,” “project,” “seek,” “should,” “target,” “would,” and similar expressions or variations intended to identify forward-looking statements. These statements are based on the beliefs and assumptions of our management based on information currently available to management.

Such forward-looking statements are subject to risks, uncertainties and other important factors that could cause actual results and the timing of certain events to differ materially from future results expressed or implied by such forward-looking statements. Factors that could cause or contribute to such differences include the following: (i) conditions to the completion of the proposed transaction, including stockholder approval of the proposed transaction, might not be satisfied or the regulatory approval required for the proposed transaction might not be obtained on the terms expected or on the anticipated schedule; (ii) the occurrence of any event, change or other circumstance that could give rise to the termination of the Merger Agreement between the parties to the proposed transaction; (iii) the effect of the announcement or pendency of the proposed transaction on the Company’s customers, suppliers, business relationships, operating results and business generally; (iv) the risk that the proposed transaction disrupts the Company’s current plans and operations and the potential difficulties in the Company’s employee retention as a result of the proposed transaction; (v) the risk related to diverting management’s attention from our ongoing business operations; (vi) potential litigation that may be instituted against the Company or its directors or officers related to the proposed transaction or the Merger Agreement between the parties to the proposed transaction; (vii) the amount of the costs, fees, expenses and other charges related to the proposed transaction; (viii) the risk that the proposed transaction will not be consummated in a timely manner; and (ix) such other factors as are set forth in the Company’s periodic public filings with the SEC, including but not limited to those described under the headings “Risk Factors” and “Forward Looking Statements” in its Form 10-K, as amended for the fiscal year ended December 31, 2021 and in its other filings made with the SEC from time to time, which are available via the SEC’s website at www.sec.gov.

The Company’s forward-looking statements speak only as of the date of this communication or as of the date they are made. The Company disclaims any intent or obligation to update any “forward looking statement” made in this communication to reflect changed assumptions, the occurrence of unanticipated events or changes to future operating results over time.

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THE PARTIES TO THE MERGER AGREEMENT

Benefitfocus, Inc.

Benefitfocus is an industry-leading, cloud-based benefits administration technology company committed to helping organizations, and the people we serve, get the most out of their healthcare and benefits programs. Through exceptional service and innovative SaaS solutions, Benefitfocus aims to be the safest set of hands for our customers helping to simplify the complexity of benefits administration while delivering an experience that engages people and unlocks the potential for better health and improved outcomes. Benefitfocus’s mission is simple: to improve lives with benefits.

Benefitfocus Common Stock is traded on NASDAQ under the symbol “BNFT.” Benefitfocus’s headquarters are located at 100 Benefitfocus Way, Charleston, South Carolina 29492, and our phone number is (843) 849-7476. Our website address is www.benefitfocus.com.

The information provided on the Benefitfocus website is not part of this proxy statement and is not incorporated in this proxy statement by reference or by any other reference to Benefitfocus’s website provided in this proxy statement.

Additional information about Benefitfocus is contained in our public filings with the SEC, certain of which filings are incorporated by reference herein. For additional information on these filings, see the section entitled “Where You Can Find More Information,” beginning on page 134 of this proxy statement.

Voya Financial, Inc.

Voya is a leading retirement, investment and employee benefits company providing complementary solutions to improve the financial outcomes of approximately 14.3 million customers, workplace participants and institutions in the United States as of December 31, 2021. Voya’s approximately 6,000 employees (as of December 31, 2021) are focused on executing its mission to make a secure financial future possible—one person, one family and one institution at a time. Through Voya’s complementary set of businesses, Voya helps its customers save, grow, protect and enjoy their wealth to and through retirement. Voya offers its products and services through a broad group of financial intermediaries, independent producers, affiliated advisors and dedicated sales specialists throughout the United States.

Voya’s common stock is listed on the New York Stock Exchange under the symbol “VOYA.” The principal executive office of Voya is located at 230 Park Avenue, New York, New York 10169, and its telephone number is 212-309-8200. Voya’s website address is www.voya.com. The information provided on Voya’s website is not part of this proxy statement and is not incorporated in this proxy statement by reference or by any other reference to Voya’s website provided in this proxy statement.

Merger Sub

Merger Sub is a Delaware corporation that was formed solely for the purposes of entering into the Merger Agreement and engaging in the transactions contemplated by the Merger Agreement. Merger Sub is a direct, wholly owned subsidiary of Voya and has not engaged in any business except for activities incidental to its formation and as contemplated by the Merger Agreement. Upon consummation of the Merger, Merger Sub will cease to exist and Benefitfocus will survive the Merger as a wholly owned subsidiary of Voya.

The principal executive office of Merger Sub is located at 230 Park Avenue, New York, New York 10169, and its telephone number is (212) 309-8200.

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THE SPECIAL MEETING

This proxy statement is being provided to Benefitfocus stockholders as part of a solicitation by the Board of proxies for use at the Special Meeting, to be held at the time and place specified below, and at any properly convened meeting following an adjournment or postponement of the Special Meeting.

Date, Time and Place

The Special Meeting is scheduled to be held on January 20, 2023 at 10:00 a.m. Eastern time at our offices located at 215 Benefitfocus Way, Charleston, South Carolina 29492, subject to any adjournments or postponements thereof.

Purpose of the Special Meeting

At the Special Meeting, Benefitfocus stockholders will be asked to consider and vote on the following proposals:

Stockholders may also be asked to transact such other business as may properly be brought before the Special Meeting, or any adjournments or postponements of the Special Meeting, by or at the direction of the Board.

The holders of a majority of the outstanding shares of our Common Stock and Preferred Stock, voting together as a single class (with each share of Preferred Stock voting on an as-converted basis), entitled to vote thereon at the Special Meeting must vote to adopt the Merger Agreement as a condition to the completion of the Merger. If Benefitfocus stockholders fail to approve the Merger Proposal, the Merger will not occur. The vote on the Named Executive Officer Merger-Related Compensation Proposal is a vote separate and apart from the vote to approve the Merger Proposal. Accordingly, a stockholder may vote to approve the Merger Proposal and vote not to approve the Named Executive Officer Merger-Related Compensation Proposal, and vice versa. Because the vote on the Named Executive Officer Merger-Related Compensation Proposal is only advisory in nature, it will not be binding on Benefitfocus, Voya or the Surviving Corporation. Accordingly, because Benefitfocus is contractually obligated to pay such Merger-related compensation, the compensation will be payable, subject only to the conditions applicable thereto, if the Merger Proposal is approved, regardless of the outcome of the advisory vote.

Other than the matters described above, Benefitfocus does not expect a vote to be taken on any other matters at the Special Meeting or any adjournment or postponement thereof.

Recommendation of the Board

The Board has reviewed and considered the terms and conditions of the proposed Merger. After considering various factors, the Board unanimously (i) approved the Merger Agreement, the Support Agreements, the Merger Agreement and the transactions contemplated by the Merger Agreement, (ii) declared advisable the Merger

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Agreement, the Merger and the transactions contemplated by the Merger Agreement, (iii) determined that the Merger Agreement, the Support Agreements, the Merger and the transactions contemplated by the Merger Agreement are fair to, and in the best interests of, Benefitfocus and its stockholders (other than Excluded Shares that are not Dissenting Shares), (iv) resolved to recommend that the Company’s stockholders entitled to vote adopt the Merger Agreement, and (v) directed that the Merger Agreement be submitted to the common stockholders for their adoption. The Board made its determination after considering a number of factors more fully described in the section entitled “The Merger Proposal (Proposal 1)—Recommendation of the Board and Reasons for the Merger,” beginning on page 61 of this proxy statement.

The Board unanimously recommends that Benefitfocus stockholders vote “FOR” the Merger Proposal and “FOR” the Named Executive Officer Merger-Related Compensation Proposal.

Record Date; Stockholders Entitled to Vote

Only holders of record of Common Stock and Preferred Stock at the close of business on December 16, 2022, the Record Date, will be entitled to notice of, and to vote at, the Special Meeting or any adjournments or postponements of the Special Meeting. Holders of record of Common Stock are entitled to one vote for each share of Common Stock they own of record at the close of business on the Record Date. Holders of Preferred Stock are entitled to the number of votes equal to the number of shares of Common Stock into which the shares of Preferred Stock held by such holders would be convertible into (subject to a 19.9% beneficial ownership limitation). The holders of Preferred Stock have the right to vote (on an as-converted basis) together with the holders of Common Stock as a single class for the Merger Proposal and the Named Executive Officer Merger-Related Compensation Proposal. At the close of business on December 14, 2022, 34,478,535 shares of Common Stock were issued and outstanding, held by approximately 35 holders of record, and 1,777,778 shares of Preferred Stock were issued and outstanding, convertible into 5,333,334 shares of Common Stock, held by BG. We expect that a similar figure will be outstanding and entitled to vote at the Special Meeting as of the close of business on the Record Date.

Quorum

Under our bylaws, the presence at the Special Meeting, in person or by proxy, of the holders of record of a majority of the outstanding shares of capital stock entitled to vote at the Special Meeting will constitute a quorum. There must be a quorum for business to be conducted at the Special Meeting.

If you attend the Special Meeting or if you submit (and do not thereafter revoke) a proxy by duly executing and returning a proxy card or by telephone or through the Internet, even if you abstain from voting, your shares of Common Stock and Preferred Stock will be counted for purposes of determining whether a quorum is present at the Special Meeting. In the event that a quorum is not present at the Special Meeting or additional votes must be solicited to adopt the Merger Agreement, the meeting may be adjourned or postponed in order to solicit additional proxies, which may subject Benefitfocus to additional expense.

Required Vote

The proposals to be voted on at the Special Meeting require the following votes:

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Abstentions and Broker Non-Votes

An abstention occurs when a stockholder attends a meeting, in the case of the Special Meeting either in person or by proxy, but abstains from voting. At the Special Meeting, abstentions will be counted as present for purposes of determining whether a quorum exists. Abstaining from voting will have the same effect as a vote “AGAINST” the Merger Proposal and the Named Executive Officer Merger-Related Compensation Proposal.

If no instruction as to how to vote is given (including no instruction to abstain from voting) in an executed, duly returned and not revoked proxy, the proxy will have the same effect as a vote “FOR” the Merger Proposal and the Named Executive Officer Merger-Related Compensation Proposal.

Broker non-votes are shares held in “street name” by brokers, banks and other nominees that are present or represented by proxy at the Special Meeting, but with respect to which the broker, bank or other nominee is not instructed by the beneficial owner of such shares how to vote on a particular proposal and such broker, bank or other nominee does not have discretionary voting power on such proposal. Because, under applicable stock exchange rules, brokers, banks and other nominees holding shares in “street name” do not have discretionary voting authority with respect to either of the two proposals described in this proxy statement, if a beneficial owner of shares of Common Stock held in “street name” does not give voting instructions to the broker, bank or other nominee, then such shares will not be voted or counted as present in person or by proxy at the Special Meeting. Under applicable stock exchange rules, such shares are not permitted to be voted by the broker, bank or other nominee on either of the two proposals described in this proxy statement. As the vote to approve the Merger Proposal is based on the total number of outstanding shares of our Common Stock and Preferred Stock (voting as a single class with the shares of our Common Stock, on an as-converted basis) entitled to vote thereon at the Special Meeting at the close of business on the Record Date, if you fail to issue voting instructions to your broker, bank or other nominee, it will have the same effect as a vote “AGAINST” the Merger Proposal but will have no effect on the outcome of the Named Executive Officer Merger-Related Compensation Proposal, which is non-binding and, assuming that a quorum exists, requires only the affirmative vote of the holders of a majority of the voting power of the Common Stock and Preferred Stock, voting together as a single class (with each share of Preferred Stock voting on an as-converted basis), entitled to vote thereon that are present in person or represented by proxy at the Special Meeting.

Failure to Vote Record Shares

If you are a stockholder of record and you do not sign and return your proxy card by mail or vote over the Internet, by telephone or in person during the Special Meeting, your shares will not be voted at the Special Meeting, will not be counted as present in person or by proxy at the Special Meeting and will not be counted as present for purposes of determining whether a quorum exists.

A failure to vote by a stockholder of record will have no effect on the outcome of the Named Executive Officer Merger-Related Compensation Proposal, assuming that a quorum exists, which requires only the affirmative vote of the holders of a majority of the voting power of the Common Stock and Preferred Stock, voting together as a single class (with each share of Preferred Stock voting on an as-converted basis), entitled to vote thereon that are present in person or represented by proxy at the Special Meeting. However, the vote to approve the Merger Proposal is based on the total number of outstanding shares of our Common Stock and Preferred Stock, voting as a single class (with each share of Preferred Stock voting on an as-converted basis) entitled to vote thereon at the Special Meeting at the close of business on the Record Date, not just the shares that are counted as present in person or by proxy at the Special Meeting. As a result, if you fail to vote your shares, it will have the same effect as a vote “AGAINST” the Merger Proposal.

Voting by Benefitfocus’s Directors and Executive Officers

At the close of business on December 14, 2022, directors and executive officers of Benefitfocus were entitled to vote or otherwise beneficially owned 5,848,517 shares of Common Stock representing 14.7% of the

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voting power of the shares of Common Stock and Preferred Stock issued and outstanding on that date. We expect that a similar figure will be outstanding and entitled to vote at the Special Meeting as of the close of business on the Record Date. The directors and executive officers of Benefitfocus intend, as of the date of this proxy statement, to vote their shares of Common Stock and Preferred Stock in favor of the Merger Proposal, although none of Benefitfocus’s directors and executive officers is obligated to do so, except pursuant to the Support Agreements.

Voting at the Special Meeting

If your shares are registered directly in your name with our transfer agent, you are considered a “stockholder of record.” Stockholders of record can vote their shares of Common Stock or Preferred Stock in the following four ways:

If your shares are held in the name of a bank, broker or other holder of record (also known as “street name”), you have the right to direct your bank, broker or other nominee on how to vote your shares by using the voting instruction form provided to you by them, or by following their instructions for voting through the internet or by telephone. In the alternative, you may vote at the Special Meeting if you obtain a legal proxy from your bank, broker or other nominee and present it at the Special Meeting. In order for your shares to be voted on all matters presented at the Special Meeting, we urge all stockholders whose shares are held in street name by a bank, brokerage firm or other nominee to provide voting instructions to such record holder.

Regardless of the method you choose to submit a proxy, the individuals named on the enclosed proxy card will vote your shares of Common Stock or Preferred Stock as you instruct. When completing the Internet or telephone processes or the proxy card, you may specify whether your shares of Common Stock or Preferred Stock should be voted “FOR” or “AGAINST,” or to “ABSTAIN” from voting on, all, some or none of the specific items of business to come before the Special Meeting, including the Merger Proposal and the Named Executive Officer Merger-Related Compensation Proposal.

If you properly sign your proxy card but do not mark the boxes indicating how your shares of Common Stock or Preferred Stock should be voted on any particular matter, the shares of Common Stock or Preferred

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Stock represented by your properly signed proxy will be voted as recommended by the Board, which means your shares of Common Stock or Preferred Stock will be voted “FOR” the Merger Proposal and “FOR” the Named Executive Officer Merger-Related Compensation Proposal.

Stockholders who are entitled to vote at the Special Meeting may attend the Special Meeting. If you wish to attend the Special Meeting, you must bring photo identification. Please also bring to the Special Meeting your account statement evidencing your beneficial ownership of Common Stock or Preferred Stock as of the Record Date. Even if you plan to attend the Special Meeting, you are strongly encouraged to vote your shares by proxy.

Revocation of Proxies

You can change or revoke your proxy at any time before the final vote at the Special Meeting. If you are the stockholder of record, you may change or revoke your proxy by:

If you are a beneficial owner of Common Stock or Preferred Stock held by a bank, broker or other nominee, you will need to contact the bank, broker or other nominee to revoke your proxy.

Solicitation of Proxies

The Board is soliciting your proxy, and Benefitfocus will bear the cost of soliciting proxies. Benefitfocus has engaged Okapi to assist with the solicitation of proxies. Okapi will be paid approximately $25,000. Benefitfocus will reimburse Okapi for reasonable out-of-pocket expenses and will indemnify Okapi and its affiliates against certain claims, liabilities, losses, damages and expenses. Solicitation initially will be made by mail. Forms of proxies and proxy materials may also be distributed through brokers, banks and other nominees to the beneficial owners of shares of Common Stock or Preferred Stock, in which case these parties will be reimbursed for their reasonable out-of-pocket expenses. Proxies may also be solicited in person or by telephone, facsimile, electronic mail, or other electronic medium by Okapi or, without additional compensation, by certain of Benefitfocus’s directors, officers and employees.

Adjournment

Although it is not currently expected, the Special Meeting may be adjourned or postponed for the purpose of soliciting additional proxies if there are insufficient votes at the time of the Special Meeting to approve the proposal to adopt the Merger Agreement or if a quorum is not present at the Special Meeting. Pursuant to the Company’s bylaws, approval of the adjournment of the Special Meeting does not require a vote of the holders of the Company capital stock entitled to vote. Any meeting of stockholders may be adjourned from time-to-time to any other time and to any other place at which a meeting of stockholders may be held under our bylaws by the chairman of the Board or the chairman’s delegate, subject to certain limitations on the Company’s ability to adjourn or postpone the Special Meeting set forth in the Merger Agreement.

Questions

If you have more questions about the Merger or how to submit your proxy, or if you need additional copies of this proxy statement or the enclosed proxy card or voting instructions, please contact Okapi Partners LLC, our proxy solicitor, by calling (212) 297-0720, or toll-free at (855) 305-0855, or via email at info@okapipartners.com.

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THE MERGER PROPOSAL

(PROPOSAL 1)

The discussion of the Merger in this proxy statement is qualified in its entirety by reference to the Merger Agreement, a copy of which is attached to this proxy statement as Annex A and hereby is incorporated by reference into this proxy statement.

Structure of the Merger

Upon the terms and subject to the conditions of the Merger Agreement and in accordance with the DGCL, at the Effective Time, Merger Sub will merge with and into Benefitfocus, the separate corporate existence of Merger Sub will cease, and Benefitfocus will continue as the Surviving Corporation and a wholly owned subsidiary of Voya, and the separate corporate existence of Benefitfocus will continue unaffected by the Merger. The Merger will have the effects set forth in the Merger Agreement and the relevant provisions of the DGCL.

Merger Consideration

Upon the terms and subject to the conditions of the Merger Agreement, at the Effective Time, each Eligible Common Share will be automatically cancelled and will cease to exist, and each holder of such Eligible Common Shares will cease to have any rights with respect thereto, except the right to receive an amount in cash, without interest and subject to any applicable withholding taxes, equal to the Per Share Common Stock Merger Consideration. Upon the terms and subject to the conditions of the Merger Agreement, at the Effective Time, each Eligible Preferred Share, as defined below in the section entitled “The Merger Agreement—Effect of the Merger on Common Stock and Preferred Stock,” beginning on page 94 of this proxy statement, issued and outstanding immediately prior to the Effective Time, will be automatically cancelled and will cease to exist, and each holder of Eligible Preferred Shares will cease to have any rights with respect thereto, except the right to receive an amount in cash, without interest, equal to the Per Share Preferred Stock Merger Consideration.

Treatment of Company Equity Awards

At the Effective Time, Company Equity Awards outstanding immediately prior to the Effective Time will generally be subject to the following treatment:

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As promptly as practicable following the date of the Merger Agreement, but in any event prior to the Effective Time, the Company will take all actions necessary or required under the ESPP and applicable laws to ensure that (i) except for the Final Offering, no offering period will be authorized or commenced on or after the date of the Merger Agreement, (ii) the Final Offering will end on the Closing Date, (iii) each ESPP participant’s accumulated contributions under the ESPP will be returned to the participant through the payroll system of the Surviving Corporation, as soon as practicable following the Closing, and (iv) the ESPP will terminate in its entirety at the Effective Time and no further rights will be granted or exercised under the ESPP thereafter.

Effects on Benefitfocus If the Merger Is Not Completed

If the Merger Proposal is not approved by Benefitfocus stockholders or if the Merger is not completed for any other reason, Benefitfocus stockholders will not receive any payment for their shares in connection with the Merger. Instead, Benefitfocus will remain an independent public company, our shares of Common Stock will continue to be listed and traded on NASDAQ and we will continue to file periodic reports, current reports and proxy and information statements with the SEC. In addition, if the Merger is not completed, Benefitfocus expects

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that management will operate Benefitfocus’s business in a manner similar to that in which it is being operated today and that Benefitfocus stockholders will continue to be subject to the same risks and opportunities to which they are currently subject, including, without limitation, risks related to the competitive industry in which Benefitfocus operates and adverse economic conditions.

Furthermore, if the Merger is not completed, and depending on the circumstances that would have caused the Merger not to be completed, it is likely that the price of Common Stock will decline significantly. If that were to occur, it is uncertain when, if ever, the price of Common Stock would return to the price at which it trades as of the date of this proxy statement.

Accordingly, if the Merger is not completed, there can be no assurance as to the effect of these risks and opportunities on the future value of your shares of Common Stock or Preferred Stock. If the Merger is not completed, the Board will continue to evaluate and review Benefitfocus’s business operations, properties and capitalization, among other things, make such changes as are deemed appropriate, and continue to seek to identify strategic alternatives to enhance stockholder value. If the Merger Proposal is not approved by Benefitfocus stockholders or if the Merger is not completed for any other reason, there can be no assurance that any other transaction acceptable to Benefitfocus will be offered or that Benefitfocus’s business, prospects or results of operation will not be adversely impacted.

Further, upon termination of the Merger Agreement, under certain specified circumstances, Benefitfocus may be required to pay a termination fee of $14.0 million to Voya pursuant to the terms and conditions of the Merger Agreement. For a discussion of the circumstances under which Benefitfocus will be required to pay a termination fee, see the section entitled “The Merger Agreement—Termination Fee,” beginning on page 120 of this proxy statement.

Background of the Merger

The following is a summary of events, meetings and discussions that are relevant to the decision of the Board to approve the Merger Agreement and recommend that Benefitfocus’s stockholders adopt the Merger Agreement.

The Board, together with management, regularly reviews and assesses Benefitfocus’s business, strategies and objectives and evaluates strategic opportunities and alternatives available to Benefitfocus to enhance and maximize stockholder value, including acquisitions, dispositions, other business combinations, partnerships and other strategic transactions. These reviews have included discussions as to whether the continued execution of Benefitfocus’s strategy as a standalone company, potential strategic acquisitions or other transactions, or a possible sale of Benefitfocus to a third party offered the best avenue to maximize stockholder value, and the potential benefits and risks of any such course of action. These regular reviews and assessments have been an important aspect of Benefitfocus’s history.

Beginning in the late fall of 2020 and continuing through the spring of 2021, Benefitfocus’s management received input from, and held lengthy discussions with, certain stockholders regarding corporate strategy and potential growth opportunities for Benefitfocus. On December 14, 2020, Benefitfocus received a letter (the “December Letter”) from Indaba suggesting, among other things, that Benefitfocus explore strategic alternatives and add representatives from Indaba to the Board. The Board met on December 15, 2020, with representatives of Wyrick Robbins Yates & Ponton LLP (“Wyrick”), outside counsel to Benefitfocus, in attendance to discuss potential responses to the December Letter, as well as the engagement of outside advisors to advise on a potential proxy contest. Also on December 15, 2020, Indaba filed a Schedule 13D disclosing that Indaba then held 7.5% of Benefitfocus’s outstanding Common Stock.

The Board met on December 16, 2020 and December 23, 2020 and established a working group composed of certain directors to oversee the development of a response to the December Letter with the assistance of

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Benefitfocus’s outside advisors. The Board also discussed the Company’s standalone plans and alternatives and whether initiating a formal process to consider strategic alternatives was in the best interests of Benefitfocus and its stockholders. Following a detailed discussion, the Board directed management and its outside advisors to conduct an assessment of these topics and to engage in discussions with Indaba. The Board met several times during the first quarter of 2021 to consider these matters.

On February 11, 2021, Indaba issued a public letter (the “February Letter”) responding to certain Board and governance changes that the Board undertook in the period following the December Letter. The February Letter contended that mismanagement of Benefitfocus had resulted in poor performance for Benefitfocus’s stockholders and that additional Board and governance changes were warranted in light of this performance. Among other things, the February Letter demanded that the Board (i) be refreshed with additional independent directors and (ii) establish a special committee to conduct a review of strategic alternatives, including a potential sale of Benefitfocus.

Throughout March and April of 2021, the Board met multiple times with representatives of management and its advisors to discuss the situation with Indaba, including the potential to consider a settlement with Indaba, as well as a potential strategic alternatives process with respect to Benefitfocus.

In March of 2021, Indaba formally nominated two director candidates for election at the 2021 annual meeting of stockholders (the “2021 Annual Meeting”). Over the ensuing months, Benefitfocus discussed with Indaba a potential resolution of the concerns raised by Indaba, but these discussions concluded without agreement. Following the Company’s announcement that an additional independent director, unrelated to Indaba, would be nominated for election by holders of Common Stock at the 2021 Annual Meeting, Indaba issued another public letter on May 13, 2021, indicating that Indaba would not proceed with nominating candidates to run for election to the Board in 2021 but would continue to engage with Benefitfocus.

Also during this time, the Board appointed Matthew Levin as the President and Chief Executive Officer of Benefitfocus, which was announced on May 4, 2021. Mr. Levin was selected based upon his extensive experience in the benefits administration, health insurance and healthcare technology industries, as well as his distinguished track record of executing innovative growth strategies for leading companies.

During the latter half of 2021, Benefitfocus’s management team worked to formulate and execute new corporate strategies to drive growth and create value for Benefitfocus’s stockholders, which included, among other things, working to strengthen core technology solutions, improve service levels, expand Benefitfocus’s customer base through improved distribution, develop its network of strategic partners and extend its suite of applications and technology capabilities (these new corporate strategies, the “Turn-Around Plan”). Also during this time, Benefitfocus continued to be in dialogue with Indaba regarding the ongoing strategy and operations of Benefitfocus.

On February 4, 2022, a representative of a financial buyer referred to as “Sponsor A” contacted Mr. Levin by telephone to deliver an unsolicited, non-binding indication of interest, which was confirmed in writing promptly following that call (the “February 4 Sponsor A IOI”). The February 4 Sponsor A IOI indicated that Sponsor A at that time owned approximately 4.4% of the outstanding Common Stock and expressed a potential interest in acquiring all other outstanding shares of Common Stock for a purchase price between $14.00 and $14.50 per share in cash, which, at the midpoint of that range, represented a 39% premium over the February 3, 2022 closing price of Benefitfocus’s Common Stock. The February 4 Sponsor A IOI detailed areas of diligence Sponsor A desired before discussing definitive agreements in connection with a transaction, including Benefitfocus’s bookings and revenue, cost structure and technology platforms. The February 4 Sponsor A IOI was promptly distributed to the Board for consideration.

The Board met on February 9, 2022, with representatives of management, Sullivan & Cromwell LLP (“S&C”), outside mergers and acquisitions counsel to Benefitfocus, Wyrick and certain other advisors of

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Benefitfocus in attendance to discuss the February 4 Sponsor A IOI and other potential strategic alternatives, including (1) a potential transaction in which Benefitfocus would acquire or be combined with a complementary business (referred to as “Business A”) that Benefitfocus believed might be put up for sale later in the year by a strategic seller in a transaction involving third-party financing (referred to as “Strategic Seller A”) (outreach and negotiation regarding such potential transaction, including such transaction involving Sponsor A, the “Strategic Seller A Process”) and (2) a potential sale of Benefitfocus (outreach and negotiation regarding such potential transaction, the “Strategic Alternatives Process”). The Board also discussed with its advisors a recent oral outreach to Mr. Levin by a financial buyer referred to as “Sponsor B” related to Sponsor B’s desire to explore a potential transaction with the Company. Following a detailed discussion, the Board expanded the responsibility of a subcommittee of the Board established in late 2021 to oversee strategic transactions involving Benefitfocus (the “Special Transaction Committee”) to encompass overseeing management’s evaluation of a potential transaction with Sponsor A as well as the Strategic Seller A Process and the Strategic Alternatives Process.

The Board then discussed with its advisors the form, operation and potential desirability of a stockholder rights plan, which the Board could elect to deploy at some future date if determined appropriate at the time. The Board also directed management to focus on preparing an updated long-range plan for the Board to use as a reference point to evaluate the merits of the February 4 Sponsor A IOI, as well as to prepare for Benefitfocus’s next earnings call, which was scheduled for early March 2022. The Board determined to postpone responding to Sponsor A regarding the February 4 Sponsor A IOI until the Board had an opportunity to consider the updated long-range plan and the Company’s first quarter 2022 results.

During February 2022, management worked on updating Benefitfocus’s long-range plan, which the Board approved that month (the “February LRP”) and on preparing for Benefitfocus’s first quarter 2022 earnings call. During this time period, management communicated intermittently with representatives of Sponsor A to advise them that Benefitfocus was considering their proposal and expected to respond to them after the first quarter 2022 earnings call.

The Board met on March 4, 2022, with representatives of management, S&C, Wyrick, Barclays and other advisors also in attendance. Representatives of management updated the Board on recent communications with Sponsor A. Representatives of Barclays then provided a preliminary perspective on Benefitfocus’s valuation based on the February LRP and how the valuation implied by the execution of Benefitfocus’s February LRP compared to the $14.00 to $14.50 indicative price range set forth in the February 4 Sponsor A IOI. Representatives of Barclays noted that assuming successful achievement of the results projected in the February LRP, and taking into account Benefitfocus’s cost of capital based on assumptions about then-current market conditions, among other things, a discounted cash flow analysis of Benefitfocus implied values in excess of Sponsor A’s proposal. The Board then discussed the risks and uncertainties in the February LRP and the Turn-Around Plan. Detailed discussion followed with a focus on Benefitfocus’s potential valuation, the possibility of stockholder activist campaigns in 2022, Sponsor A’s transaction experience, the fact that Sponsor A’s proposal was not informed by any diligence and did not indicate that Sponsor A had secured any financing, the Board’s desire to allow the Strategic Seller A Process and the Strategic Alternatives Process to unfold and the potential for management distraction and leaks during an important sales cycle then underway. The Board concluded, based upon the matters discussed at the meeting, that Sponsor A’s proposal was not reasonably certain of being completed and undervalued Benefitfocus relative to its potential standalone value based upon the February LRP. The Board also discussed the Strategic Seller A Process, noting that any such transaction would be challenging to structure and finance but could generate meaningful synergies. The Board then directed Barclays to inform Sponsor A that the price proposed by Sponsor A in the February 4 Sponsor A IOI was inadequate.

Later during the meeting, the Board approved Benefitfocus entering into an engagement letter with Barclays in which Barclays agreed to provide financial advisory services to Benefitfocus. Barclays was selected based on its qualifications, expertise, reputation and knowledge of Benefitfocus’s business and the industry in which Benefitfocus operates. For additional information on the engagement of Barclays as financial advisor, see the

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section entitled “The Merger Proposal (Proposal 1)—Opinion of Benefitfocus’s Financial Advisor—General,” beginning on page 76 of this proxy statement.

Following the March 4, 2022 Board meeting, representatives of Barclays met with Sponsor A and conveyed the Board’s conclusion that their proposal was inadequate. Sponsor A indicated that it would need to conduct due diligence to further refine its valuation of Benefitfocus.

On March 11, 2022, Mr. Levin updated the Board via email regarding the latest discussions with Sponsor A. Later that same day, Barclays spoke with Sponsor A’s financial advisor regarding what due diligence information Sponsor A required in order to improve its proposed price from the February 4 Sponsor A IOI.

On March 15, 2022, Benefitfocus received a letter from Indaba requesting a copy of Benefitfocus’s director questionnaire and other materials contemplated by its advance notice by-law provisions, suggesting that Indaba was planning to nominate a candidate for election as a director at the Company’s 2022 annual stockholder meeting. On March 22, 2022, Indaba filed a Schedule 13D disclosing that Indaba then held 11.3% of Benefitfocus’s outstanding Common Stock.

On March 21, 2022, representatives of management met with Indaba and Indaba asked Benefitfocus to announce a process to sell Benefitfocus and to appoint one of Indaba’s principals, Alex Lerner, to the Board. Indaba indicated that it would consider conducting a proxy contest if Benefitfocus did not begin a sales process.

On March 23, 2022, one of Benefitfocus’s other significant stockholders met with management and expressed an interest in the Board conducting an evaluation of strategic alternatives for Benefitfocus following the selling season, which commenced on January 1, 2022 and was expected to be substantially complete by early September 2022.

The Board met on March 24, 2022 to discuss Indaba’s outreach. The Board reached consensus that the Board should discuss with Indaba a potential settlement by which Mr. Lerner would join the Board in order to avoid a proxy contest that could be highly disruptive during Benefitfocus’s selling season. At this meeting, Lanham Napier, a director designated by BG (which, at that time, held approximately 13.7% of the as-converted voting power of Benefitfocus’s outstanding capital stock) and elected by the holder of a majority of the outstanding Preferred Stock, informed the Board that the addition of Mr. Lerner would likely prompt the Board to focus its attentions on pursuing the Strategic Alternatives Process and that, from his perspective, further exploring the Strategic Alternatives Process would be sensible. The Board concluded that any Strategic Alternatives Process should be continued on a limited basis prior to the completion of the Company’s selling season to reduce the risk of leaks and disruption during the selling season.

Also on March 24, 2022, Mr. Levin met with Derek Schrier, Managing Partner and Chief Investment Officer of Indaba, and Mr. Lerner to discuss a potential settlement with Indaba. Following that meeting, on March 25, 2022, Mr. Lerner sent Mr. Levin an email setting forth a framework for a potential settlement with Indaba that included, among other things, that Mr. Lerner would chair a strategic planning committee that would be formed to assess value creation opportunities for Benefitfocus, including to explore strategic alternatives.

On March 25, 2022, Benefitfocus and Sponsor A executed a confidentiality agreement (the “Sponsor A Confidentiality Agreement”) allowing Sponsor A to access certain non-public diligence materials regarding Benefitfocus in order to facilitate an improvement in its proposed terms of a possible transaction. The Sponsor A Confidentiality Agreement, and the other confidentiality agreements executed by Benefitfocus with other parties, provided for automatic termination of the standstills contained therein upon Benefitfocus’s entry into a definitive written agreement for the sale of Benefitfocus. Following the signing of the Sponsor A Confidentiality Agreement on March 25, 2022, representatives of Sponsor A engaged in multiple diligence sessions with representatives of management.

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On March 27, 2022, the Board met to discuss the potential settlement with Indaba. At this meeting, the Board also discussed a term sheet that representatives of BG delivered to Benefitfocus in advance of the meeting, which provided in part that BG would agree to waive its “right to designate a third director in the event the [Board] is expanded to ten (10) directors” granted under the Certificate of Designations for a specified period of time and “to take all necessary action to cause the size of the Board to be increased to ten (10) directors and to vote in favor of appointing Mr. Lerner (or such other person designated by Indaba) to the Board,” in exchange for certain amendments to the terms of the Preferred Stock, including improvements in the economics thereof. At the meeting, Mr. Napier and Zeynep Young, the other director designated by BG and elected by the holders of a majority of the outstanding Preferred Stock, recused themselves from the discussion of BG’s term sheet. Following their recusal, the Board determined that the Board would not be amenable to amending the terms of the Preferred Stock and given that another member of the Board, Francis Pelzer V, was planning to retire following Benefitfocus’s 2022 annual meeting of stockholders, it would be preferable for Mr. Pelzer to retire now instead, creating a vacancy on the Board such that Mr. Lerner could be appointed without expanding the Board and without requiring BG to waive any of its rights. The Board also discussed the possibility of Mr. Pelzer remaining available to Benefitfocus as a compensated consultant (which would extend the exercisability of his previously granted stock options) in the event that he retired from the Board earlier than planned. Later that day, a representative of S&C contacted a representative of Shearman & Sterling LLP (“Shearman”), BG’s outside counsel, to convey the Board’s decision in connection with the potential settlement with Indaba, at the conclusion of which conversation the representative of Shearman confirmed that, because BG was not being asked to waive any of its rights in relation to or otherwise consent to the potential settlement with Indaba, BG would not seek changes to the terms of the Preferred Stock.

On March 30, 2022, representatives of Barclays contacted representatives of the financial advisor to Sponsor A to discuss the ongoing due diligence requests of Sponsor A following the March 28, 2022 meeting between representatives of management and Sponsor A.

The Board met on March 30, 2022 and March 31, 2022, with representatives of management, Barclays, S&C, Wyrick and certain other advisors in attendance to discuss the latest discussions and negotiations with Indaba regarding a potential settlement agreement, the risks and likelihood of a proxy contest, recent discussions with Sponsor A and the latest discussions regarding the Strategic Seller A Process. Detailed discussions ensued, at the conclusion of which the Board gave management and Benefitfocus’s advisors directions as to next steps, timing and process. The Board also discussed and approved a proposal for Mr. Pelzer to provide consulting services to Benefitfocus through December 31, 2022, consistent with the Board’s discussion on March 27, 2022.

On April 3, 2022, the Board met and discussed the proposed terms of a cooperation agreement with Indaba (the “Cooperation Agreement”). Following a discussion, the Board authorized Benefitfocus to enter into the Cooperation Agreement and authorized the reconstitution of the Special Transaction Committee into the Strategy and Finance Committee (“SFC”), to which Mr. Lerner would be appointed as co-chair alongside John Park, a current member of the Board, and J. Bradley Wilson, another current member of the Board and the third member of the SFC, effective upon the execution of the Cooperation Agreement. The Board also discussed that the SFC would have responsibility for overseeing Benefitfocus’s evaluation of potential inorganic strategic alternatives, including the Strategic Seller A Process and Strategic Alternatives Process, including with respect to Sponsor A, and would provide the Board with periodic updates on these processes. Douglas Dennerline, the Chairman of the Board, voluntarily stepped down from the SFC at the same time that Mr. Lerner was appointed as co-chair of the SFC. Following the addition of Mr. Lerner and the departure of Mr. Dennerline, the size of the SFC remained at three directors.

On April 4, 2022, Benefitfocus entered into the Cooperation Agreement with Indaba, which at the time owned approximately 11.8% of the Common Stock, pursuant to which Benefitfocus agreed to, among other things, appoint Mr. Lerner to the Board and to include Mr. Lerner on the recommended slate of nominees for election at Benefitfocus’s 2022 annual meeting of stockholders. The Cooperation Agreement also included certain provisions regarding voting and standstill restrictions, which automatically terminated upon Benefitfocus

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consummating a change of control transaction, which includes the consummation of the Merger. The standstill provisions also allowed for Indaba to communicate privately with the Board and with management regarding any relevant corporate matters. For additional information on the Cooperation Agreement in the public filings that Benefitfocus makes with the SEC, see the section entitled “Where You Can Find More Information” beginning on page 134 of this proxy statement. Also on April 4, 2022, Mr. Pelzer notified the Board of his retirement, effective immediately. Mr. Pelzer’s decision to retire was not related to any disagreement with Benefitfocus or any matter relating to Benefitfocus’s operations, policies or practices. Following the addition of Mr. Lerner and the departure of Mr. Pelzer, the size of the Board remained at nine directors.

Starting in mid-April 2022 until the execution of the Merger Agreement, the SFC met on a regular (and sometimes weekly) basis to discuss the Strategic Seller A Process and Strategic Alternatives Process. Among other matters, with respect to the Strategic Alternatives Process, the SFC considered whether to conduct a broad or narrow sale process; whether to invite both financial and strategic buyers into the process; how to identify and prioritize various potential bidders; how to structure the process; whether to conduct any pre-marketing, and the timing of the process relative to key dates like Benefitfocus’s Investor Day planned for May 2022, selling season and discussions with Sponsor A. At the invitation of the SFC, representatives of Barclays and S&C participated in the SFC’s meetings from time to time.

At the SFC’s direction, beginning in April 2022, Barclays reached out to parties potentially interested in a strategic transaction with Benefitfocus. Between April and October 2022, representatives of Barclays contacted 10 strategic buyers (including Voya and the strategic party referred to as “Strategic Party A”) and 17 financial buyers (including Sponsor A, Sponsor B and the financial buyers referred to as “Sponsor C,” “Sponsor D” and “Sponsor E”) regarding the Strategic Seller A Process and the Strategic Alternatives Process. Of the parties contacted, six of the strategic buyers and one financial buyer declined to participate in the process. During this period, Benefitfocus negotiated confidentiality agreements with potential counterparties and ultimately entered into confidentiality agreements with four strategic buyers and 16 financial buyers, including Voya, Strategic Party A, Sponsor A, Sponsor B, Sponsor C, Sponsor D and Sponsor E, although one of the financial buyers declined to participate further in the process after signing a confidentiality agreement and another financial buyer was not able to hold calls with management due to timing constraints. During this period, 18 potential buyers that entered into confidentiality agreements held calls with management and received access to additional due diligence materials.

On April 13, 2022, representatives of management met with representatives of Sponsor A to discuss questions regarding the February LRP and other diligence matters.

On April 25, 2022, Benefitfocus entered into a confidentiality agreement with Sponsor B.

On May 13, 2022, Sponsor A sent an updated written, non-binding indication of interest (the “May 13 Sponsor A IOI”) to Mr. Dennerline, proposing to acquire all outstanding shares of Common Stock for a purchase price of $14.25 per share in cash, which represented a 75% premium over the May 12, 2022 closing price of Benefitfocus’s Common Stock. The May 13 Sponsor A IOI did not include any committed equity or debt financing but Sponsor A indicated confidence in its ability to obtain financing from its current fund and select lenders. The May 13 Sponsor A IOI also requested exclusivity and approximately four weeks to complete due diligence and negotiate transaction documents. The May 13 Sponsor A IOI was promptly distributed to the Board for consideration.

On May 17, 2022, the Board met with representatives of management, Barclays, S&C and Wyrick to review the May 13 Sponsor A IOI and discuss any updates on the Strategic Seller A Process. Representatives of management also updated the Board on the terms of the May 13 Sponsor A IOI and the latest discussions between management and Sponsor A, as well as conversations with other potential counterparties and financing sources with respect to the Strategic Alternatives Process and the Strategic Seller A Process. The Board then discussed with management and its outside advisors the state of the financial markets, Benefitfocus’s business,

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preliminary views on valuation and potential strategic alternatives. The Board considered that Sponsor A’s proposal remained subject to financing uncertainty, and that, given the uncertainty in the markets, Benefitfocus should continue to focus on getting through its selling season, allow time to make more progress with its Turn-Around Plan, give market conditions time to improve, allow the Strategic Seller A Process time to play out and take time to reach out to other potentially interested counterparties to create some competitive tension with Sponsor A’s proposal in the May 13 Sponsor A IOI. After further discussion, the Board determined to decline the May 13 Sponsor A IOI at the proposed price at that time and directed management and Barclays to continue discussions with all potential transaction counterparties and financing sources.

On June 8, 2022 and June 9, 2022, the Board met with representatives of management, Barclays, S&C, Wyrick and certain other advisors in attendance. Representatives of management and Barclays provided an update to the Board on the Strategic Seller A Process and continuing discussions with Sponsor A, which was followed by a discussion regarding preliminary views on Benefitfocus’s valuation, feedback from potential transaction counterparties, timing of a potential strategic transaction and the availability of debt financing given the current state of the financing markets, all in the context of advice from S&C and Wyrick regarding the Board’s fiduciary duties. The Board directed management to work with Barclays to continue discussions with financial sponsors that could act as potential financing sources in connection with the Strategic Seller A Process but not to move forward with a broad Strategic Alternatives Process to solicit interest in Benefitfocus on a standalone basis until closer to the completion of selling season. The Board discussed that the likely structure of a transaction from the Strategic Seller A Process would result in a take-private of Benefitfocus and, therefore, should be evaluated in comparison to other potential transactions involving a change of control of Benefitfocus, such as a transaction resulting from the Strategic Alternatives Process, to assess which potential transaction would yield the highest value for Benefitfocus’s stockholders. While the Board was not actively pursuing a standalone sale of Benefitfocus at this time, the Board considered information relating to the valuation of Benefitfocus on a standalone basis and on a combined basis with Business A gathered from the Strategic Seller A Process to be informative as the Board continued to consider potential strategic alternatives for Benefitfocus, including the Strategic Alternatives Process.

On June 13, 2022, representatives of management met with one of Benefitfocus’s stockholders (not the same stockholder from March 23, 2022), who conveyed that Benefitfocus should run a sale process and that a reasonable clearing price for a sale of the Company would be a price in excess of $12.00 per share of Common Stock.

On June 22, 2022, a research analyst covering Benefitfocus published a report downgrading Benefitfocus from “Overweight” to “Neutral” and reducing the price target from $16.00 per share of Common Stock to $9.00 per share of Common Stock. One of Benefitfocus’s stockholders (not the same stockholder from March 23, 2022 or June 13, 2022) forwarded the report to representatives of management and stated that the report reinforced “the importance of [Benefitfocus] expeditiously pursuing strategies to maximize stockholder value into the seasonally strong period of your business.”

On July 18, 2022, representatives of Sponsor C indicated to Barclays that Sponsor C was interested in a potential transaction in which Sponsor C would simultaneously acquire and combine both Benefitfocus and Business A.

On July 19, 2022, representatives of Barclays met with representatives of Voya for the purpose of discussing the benefits administration industry, in general. At this meeting, representatives of Voya expressed an interest in the benefits administration industry, including a potential transaction with Benefitfocus, and requested an introductory call with Mr. Levin.

On July 20, 2022, Benefitfocus entered into a confidentiality agreement with Strategic Seller A in order to continue discussions with Strategic Seller A in connection with the Strategic Seller A Process.

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On July 25, 2022, representatives of Barclays updated the members of the SFC regarding the interaction with representatives of Voya on July 19, 2022. The SFC authorized representatives of management and Barclays to engage with Voya regarding a potential transaction. Representatives of Barclays then organized an introductory call between representatives of Voya and Mr. Levin, which occurred on July 27, 2022.

Consistent with the Board’s discussion on June 9, 2022, and at the Board’s direction, in June and July of 2022, representatives of Barclays continued to reach out to potential financing sources and transaction partners regarding the Strategic Seller A Process and to discuss with them their preliminary interest in other potential strategic transactions involving Benefitfocus.

On August 1, 2022, the SFC met to discuss an update on the Strategic Seller A Process and the Strategic Alternatives Process. Representatives of Barclays informed the SFC of the interactions with parties to date, including that up to six financial sponsors had expressed preliminary interest in financing a combination of Benefitfocus with Business A in the Strategic Seller A Process, but that none of them had expressed interest to date in owning Benefitfocus on a standalone basis because the Turn-Around Plan was still in process, Benefitfocus had still been working to win a significant number of new customers, Benefitfocus was still seeing elevated churn levels and the financing markets continued to be very tight. The SFC discussed the pros and cons of more proactively reaching out to potential buyers concerning a possible sale of Benefitfocus without tying the process to the Strategic Seller A Process. The SFC also discussed the pros and cons of inviting Sponsor A to finance the Strategic Seller A Process. At this meeting, management also informed the SFC that they had a preliminary introductory discussion with Voya, who had expressed interest in exploring a transaction with Benefitfocus. The SFC directed management to continue in the Strategic Seller A Process while preserving all other options, including the Strategic Alternatives Process, and to continue to provide updates regarding discussions with potential transaction counterparties.

In connection with the ongoing discussions regarding the Strategic Seller A Process, Benefitfocus sent a written, non-binding indication of interest on August 2, 2022 (the “August 2 Strategic Seller A Process IOI”) to Strategic Seller A describing Benefitfocus’s proposal to acquire Business A in an all-cash transaction, which was subject to various assumptions, including that Business A’s revenue projections would be met and that certain cost synergies would result from the potential transaction. The August 2 Strategic Seller A Process IOI also detailed additional diligence requirements and that the transaction would be financed through a combination of debt, cash-on-hand and incremental capital from a third party source.

On August 8, 2022, representatives of management spoke with one of Benefitfocus’s stockholders (the same stockholder from June 13, 2022) in connection with ordinary course investor relations activities. The stockholder informed management that Benefitfocus should immediately commence a process to sell Benefitfocus, and that the stockholder intended to go public with its investment thesis.

In addition, on August 8, 2022, representatives of Sponsor A spoke to representatives of Barclays and requested permission under the Sponsor A Confidentiality Agreement to speak with a few financing sources to firm up Sponsor A’s views on financing and to explore whether there was a value at which the Board would be willing to further engage with Sponsor A concerning a sale of Benefitfocus.

On August 9, 2022, Mr. Levin updated the Board concerning Sponsor A’s request to speak with financing sources and management’s August 8, 2022 discussions with one of Benefitfocus’s stockholders regarding the stockholder’s view that Benefitfocus should immediately commence a sale process. In the following week, Benefitfocus authorized Sponsor A to contact selected potential lenders to evaluate the potential for financing an acquisition of Benefitfocus.

Also on August 9, 2022, representatives of Sponsor C indicated to Barclays that Sponsor C viewed the simultaneous acquisition of Benefitfocus and Business A to be too complicated and preferred instead to first focus on acquiring Business A and to further evaluate a transaction with Benefitfocus at a later time.

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Later on August 9, 2022, following multiple diligence sessions conducted throughout July 2022, Sponsor E provided a verbal indication to representatives of Barclays that it would be interested in a transaction in which it would acquire both Business A and Benefitfocus.

On August 11, 2022, Sponsor B provided management with its view that Sponsor B valued Benefitfocus at $13.00 per share of Common Stock in a transaction in which Sponsor B would acquire both Business A and Benefitfocus.

On August 12, 2022, Benefitfocus and Voya executed a confidentiality agreement (the “Voya Confidentiality Agreement”) allowing Voya to access non-public diligence materials regarding Benefitfocus in order to facilitate its evaluation, negotiation and implementation of a possible transaction. The Voya Confidentiality Agreement, similar to the other confidentiality agreements entered into between Benefitfocus and the other potential bidders, provided for automatic termination of the standstill contained therein upon Benefitfocus’s entry into a definitive written agreement for the sale of Benefitfocus.

Also on August 12, 2022, representatives of Barclays contacted the members of the SFC to update them regarding interactions with various potential counterparties in connection with the Strategic Seller A Process. In the update, representatives of Barclays noted that Sponsor E had indicated that they would value Benefitfocus at $11.61 per share in connection with the Strategic Seller A Process, inclusive of the value of synergies, and that Sponsor B had indicated that they would value Benefitfocus at $13.00 per share of Common Stock in connection with the Strategic Seller A Process, inclusive of the value of synergies, in each case subject to due diligence. Also on August 12, 2022, the SFC met to discuss the state of play with all of the potential counterparties with whom Benefitfocus had been in discussions and to discuss the interplay between the Strategic Seller A Process and the Strategic Alternatives Process. The SFC discussed that no decision had been made to sell Benefitfocus at that time, but directed management to start to plan to conduct a broader sale process, including to identify which potential bidders to contact and how to structure the process. The SFC discussed various potential counterparties and their potential level of interest in participating in a process to acquire Benefitfocus. The SFC also discussed that management and Barclays were making efforts to accelerate Voya’s due diligence of Benefitfocus, that care needed to be taken not to disrupt the selling season, and that management and Barclays should work with Sponsor A to get Sponsor A to put forward an updated proposal and price backed by financing commitments if possible.

Also on August 12, 2022, representatives of Barclays were informed by representatives of the financial advisor to Strategic Seller A that Benefitfocus had advanced to the next round of the bid process. Representatives of Barclays requested that Benefitfocus be able to partner with either Sponsor B or Sponsor E.

On August 13, 2022, representatives of Barclays spoke with representatives of the financial advisor representing Strategic Seller A and discussed Benefitfocus’s participation in management presentations relating to the Strategic Seller A Process.

On August 15, 2022, representatives of Barclays were informed by representatives of the financial advisor to Strategic Seller A that Benefitfocus could only partner with one party moving forward in the bid process. Promptly following this discussion, Benefitfocus and Sponsor B agreed to partner for the purposes of pursuing the transaction contemplated by the Strategic Seller A Process.

On August 19, 2022, the Board met with representatives of management, Barclays, S&C and Wyrick in attendance to discuss updates on the Strategic Seller A Process and the Strategic Alternatives Process. Representatives of S&C reviewed with the Board its fiduciary duties in the context of a potential strategic transaction, such as the transactions contemplated by the Strategic Seller A Process and the Strategic Alternatives Process. Representatives of Barclays presented on the latest developments regarding the Strategic Seller A Process and the Strategic Alternatives Process, with discussion topics including the current status of discussions with counterparties, timing considerations and potential next steps. The Board then engaged in further discussion

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regarding optimizing the strategic transactions processes, including the timing of further engagement with Sponsor A and other potential counterparties, as well as identifying other potential parties interested in acquiring Benefitfocus. Representatives of management then led a discussion on trends and forecasts, changes in new subscription bookings and churn rates and notified the Board that they planned to provide an updated long-range plan (i.e., the Projections) at the next Board meeting. The Board then directed management and Barclays to continue working on the Strategic Seller A Process and the Strategic Alternatives Process.

On August 24, 2022, one of Benefitfocus’s stockholders (not the same stockholder from March 23, 2022 or from June 13, 2022 and August 8, 2022) contacted Mr. Levin to indicate that he had heard rumors that Benefitfocus was contemplating a sale transaction and stated that he should be consulted regarding the process. Mr. Levin informed Mr. Dennerline of this conversation and Mr. Dennerline contacted the stockholder to inform him that Benefitfocus was not going to share any confidential information with him at that time.

On August 31, 2022, the Board held a meeting at which representatives of management presented the Projections, as more fully described in the section below entitled “The Merger Proposal (Proposal 1)—Financial Forecasts and Financial Projections,” beginning on page 66 of this proxy statement, to the Board and discussed the assumptions and considerations underlying the Projections, which, relative to the February LRP, reflected updates in light of Benefitfocus’s performance to date and that it was taking longer than expected to see the positive impact of product enhancements, operation and service improvements on bookings and churn in the near term. Representatives of management then updated the Board on the status of the Strategic Seller A Process and the Strategic Alternatives Process, which was followed by a presentation by representatives of Barclays regarding, among other things, transaction counterparty outreach as it related to the Strategic Alternatives Process and potential negotiating strategy and timing as it related to the Strategic Seller A Process. Discussion then ensued regarding the development and growth of Benefitfocus’s business and associated impacts on the Projections, stock market conditions and implications for Benefitfocus’s potential valuation in the short- and long-term. Representatives of S&C provided advice to the Board on its fiduciary duties in this context. The Board determined that representatives of Barclays should continue outreach to the parties identified in Barclays’ presentation materials in regards to the Strategic Alternatives Process, but should not contact any new bidders because market conditions made it unlikely that any new bidder would be willing to pay a higher price at that time than those parties currently engaging with the Company. The Board also decided it would not make a decision on whether to enter into an agreement for the sale of Benefitfocus until the Strategic Seller A Process had run its course and outreach to the currently identified potential parties in regards to the Strategic Alternatives Process was completed and proposals were received. The Board subsequently met in executive session without representatives of management present and discussed that some of the nearer-term Projections may not be achieved because the Company needed more time to achieve the goals of the Turn-Around Plan, especially with respect to certain operational matters, including client referenceability. The Board also discussed the contributions that management was making to the Strategic Seller A Process and the Strategic Alternatives Process and directed the Compensation Committee of the Board (the “Compensation Committee”) to consider whether management’s compensation was structured in a manner that would align management’s interests with securing an outcome that was in the best interests of Benefitfocus’s stockholders, and, if not, to recommend appropriate changes to management’s compensation. The Board also discussed that certain potential counterparties, especially financial sponsors, may wish to have discussions with representatives of management in the future concerning their continued employment after completion of a transaction, and determined that the chairs of the SFC, Mr. Lerner and Mr. Park, should be consulted regarding any discussions with bidders of management having a continued role with the Company or a bidder after completion of a transaction.

As of September 2022, 11 parties remained interested in a potential transaction with Benefitfocus, including Voya, Strategic Party A, Sponsor A, Sponsor B, Sponsor C, Sponsor D and Sponsor E. Representatives of management continued to work with representatives of Barclays regarding outreach with respect to a potential transaction; however, in its regular meetings the SFC discussed that general economic uncertainty and difficulties in the financing markets due to rising interest rates presented a challenging environment to pursue a transaction.

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On September 2, 2022, Voya received the Projections (other than with respect to Unlevered Free Cash Flow, which was not provided to any of the potential bidders) in order to facilitate its evaluation, negotiation and implementation of a possible transaction.

On September 6, 2022, Benefitfocus was granted access to Strategic Seller A’s virtual dataroom in connection with the Strategic Seller A Process, following which Benefitfocus and Sponsor B conducted business and financial due diligence.

On September 7, 2022, representatives of Benefitfocus and Voya met to discuss Voya’s business strategy, including the manner in which a potential transaction with Benefitfocus might accelerate achievement of Voya’s strategic objectives.

On September 8, 2022, representatives of Voya submitted proposed due diligence session agendas to Benefitfocus to guide upcoming due diligence sessions.

On September 12, 2022, representatives of Barclays spoke with representatives of Sponsor A to discuss a potential transaction between Sponsor A and Benefitfocus. After speaking with potential lenders, representatives of Sponsor A informed representatives of Barclays that they valued Benefitfocus at $10.00 per share of Common Stock but that their proposal was subject to completion of additional due diligence, including review of the Projections.

On September 12, 2022, representatives of Barclays met with representatives of management and S&C. At this meeting, with respect to the Strategic Alternatives Process, representatives of Barclays provided updates to the group on its discussions with respect to a potential sale of Benefitfocus to Sponsor A, Voya and other strategic bidders and financial buyers. With respect to Sponsor A, representatives of Barclays indicated that Sponsor A did not currently have committed financing and Sponsor A’s ability to complete a transaction depended upon the financing markets, which could be challenging given the state of those markets. With respect to Voya, representatives of Barclays indicated that discussions were productive and that initial diligence items were being shared with Voya and its advisors. With respect to the other strategic and financial buyers, representatives of Barclays indicated that the initial due diligence materials were being reviewed by the other potential strategic and financial bidders. An additional strategic buyer informed representatives of Barclays that it was not interested in pursuing a transaction.

Also on September 12, 2022, representatives of Voya met with Mr. Levin to discuss an overview of Benefitfocus’s business and strategy, and Voya’s potential interest in a transaction with Benefitfocus. During this meeting, the representatives of Voya informed Mr. Levin that Voya had hired outside legal counsel and a financial advisor to assist with the potential transaction and that Voya intended to share its initial proposal regarding the valuation of Benefitfocus later in September.

From September 13, 2022 through September 22, 2022, Benefitfocus and Sponsor B conducted business and financial due diligence on Business A, and met multiple times with representatives of Strategic Seller A to discuss various diligence-related issues.

On September 15, 2022, the SFC met with representatives of Barclays and S&C. At this meeting, representatives of Barclays provided an update on a potential transaction between Benefitfocus and Voya, Sponsor A and other strategic and financial buyers. Representatives of Barclays and management reported that ongoing discussions between management and representatives of Voya continued to be productive. Representatives of Barclays indicated that they would continue current efforts on the Strategic Seller A Process but that they were more optimistic about a transaction with Voya at this stage and were waiting for responses from the other strategic and financial buyers following initial outreach and internal discussions regarding a potential transaction with Benefitfocus.

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Also on September 15, 2022, representatives of Barclays spoke with representatives of Sponsor A to discuss the status of Sponsor A’s ongoing due diligence efforts. As a result of this discussion, Barclays confirmed that Benefitfocus would share the Projections with Sponsor A and would schedule a meeting for Sponsor A to review the Projections with management and requested that Sponsor A deliver a revised offer, inclusive of price, financing assumptions and due diligence requirements. Promptly following this call, Sponsor A received the Projections.

Additionally on September 15, 2022, representatives of Sponsor B indicated to representatives of Barclays that their valuation view of Benefitfocus was between $10.00 and $11.00 per share on a combination basis with Business A, based on the Projections and conditional on the ability of Sponsor B to obtain debt financing.

On September 19, 2022, representatives of Voya held a call with representatives of management in connection with Voya’s ongoing due diligence review of Benefitfocus.

On September 26, 2022, Sponsor B informed representatives of Barclays that Sponsor B was no longer interested in pursuing a combination transaction involving Strategic Seller A or an acquisition of Benefitfocus on a standalone basis.

On September 27, 2022, Voya sent a written, non-binding indication of interest (the “September 27 Voya IOI”) to Benefitfocus, expressing a potential interest in acquiring all outstanding shares of Common Stock for a purchase price between $9.50 and $10.50 per share in cash, which, at the midpoint of that range, represented a premium of 64% over the September 26, 2022 closing price of Benefitfocus’s Common Stock. The purchase price range reflected Voya’s limited assessment to date of the Company’s revenue projections and prospects for cost-savings resulting from the acquisition of Benefitfocus by Voya. The September 27 Voya IOI also detailed additional diligence requirements and requested that key stockholders of Benefitfocus enter into customary voting and support agreements in connection with the potential transaction. The September 27 Voya IOI was promptly distributed to the Board for consideration.

Also on September 27, 2022, Mr. Levin met with representatives of Sponsor A to further discuss business and financial due diligence, Benefitfocus’s business strategy, the Turn-Around Plan and the Projections.

Around September 27, 2022, representatives of management spoke with one of Benefitfocus’s stockholders (not the same stockholder from March 23, 2022, June 13, 2022 and August 8, 2022 or August 24, 2022), which informed management that it planned to sell its stake in Benefitfocus by the end of 2022 if Benefitfocus did not publicly announce a strategic alternatives process.

On September 28, 2022, representatives of management, Barclays, S&C and Wyrick met with the Board to provide an update on the Strategic Alternatives Process. The Board discussed the pricing indications received from Voya and Sponsor A and the status of discussions with other potential counterparties. Representatives of Barclays informed the Board that Sponsor A had recently informed them that their indicative price range was now $9.00 to $10.00 per share based on the Projections, and that a price in that range was predicated on Sponsor A getting comfortable with the achievability of the Projections for the fourth quarter of 2022 and calendar year 2023 revenues, booking and churn. Sponsor A had informed Barclays that the deterioration in the macroeconomic environment and the financing markets was putting downward pressure on its proposal. Management stated that, although their long-term outlook had not changed materially, it was taking longer to achieve the Turn-Around Plan and the Projections than initially anticipated as informed by the results of the selling season, which had just concluded in September. The Board considered the implications of not achieving the performance reflected in the Projections on Benefitfocus’s valuation. The Board also discussed the characteristics and strategic rationales for a transaction with Voya and Sponsor A, along with next steps with approximately 10 additional potential counterparties. Additionally, in light of Sponsor B’s decision not to proceed, representatives of management advised, and the Board agreed, that Benefitfocus would not be capable of completing a transaction resulting from the Strategic Seller A Process without a partner.

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Also on September 28, 2022, a follow-up meeting was held between representatives of Barclays and representatives of Sponsor A to continue discussions about a potential transaction between Sponsor A and Benefitfocus. Promptly following this call, representatives of Sponsor A sent an updated list of due diligence questions and data requests related to the Projections. Representatives of management provided responses to these questions and requests in due course.

On September 29, 2022, representatives of S&C met with representatives of Cleary Gottlieb Steen & Hamilton (“Cleary”), outside legal counsel to Voya, to discuss process and document preparation. Representatives of S&C stated that they would provide a draft bid contract in the Company’s virtual dataroom in due course as part of Benefitfocus’s process and that if Voya wanted Benefitfocus’s stockholders to sign voting and support agreements, then Cleary should identify the relevant stockholders and provide drafts of the voting and support agreements.

In early October 2022, Sponsor C announced that it had entered into a definitive agreement with Strategic Seller A to acquire Business A from Strategic Seller A.

On October 3, 2022, representatives of Barclays met with representatives of Sponsor C to further discuss a potential transaction between Sponsor C and Benefitfocus. Representatives of Sponsor C indicated that they were interested in a transaction with Benefitfocus but needed to engage in discussions with potential lenders. Representatives of Barclays provided additional diligence materials to facilitate Sponsor C’s consideration of a potential transaction.

Later on October 3, 2022, Voya was granted access to the virtual dataroom for further diligence matters. Between October 7 and October 28, representatives of Voya met multiple times with representatives of Benefitfocus and Barclays to discuss various diligence-related issues.

On October 5, 2022, the SFC met with representatives of Barclays and representatives of S&C in attendance. At this meeting, representatives of Barclays provided an update on the status of interested counterparties, particularly Voya, Strategic Party A and Sponsor C. The SFC discussed the September 27 Voya IOI, including that Voya was targeting announcement of a transaction within one month of the September 27 Voya IOI. Sponsor C also indicated interest in a potential transaction with Benefitfocus on the basis that Benefitfocus would be combined with Business A upon completion of Sponsor C’s acquisition of Business A from Strategic Seller A in order to realize expected operational synergies.

On October 7, 2022, representatives of management held a follow-up meeting with representatives of Sponsor C to discuss additional business and financial diligence questions, as well as the Projections. Sponsor C was also granted access to the virtual dataroom for further diligence matters, which included the Projections.

Between October 8, 2022 and October 24, 2022, representatives of Sponsor C held multiple meetings with representatives of Benefitfocus and Barclays to discuss various diligence-related issues.

On October 12, representatives of Voya met with Mr. Levin to discuss the potential acquisition of Benefitfocus.

On October 13, 2022, representatives of Barclays held a call with representatives of Sponsor D to address initial due diligence questions regarding the Projections and other due diligence matters.

On October 14, 2022, a draft Merger Agreement prepared by S&C was shared with the potential bidders in the virtual dataroom.

On October 16, 2022, Strategic Party A sent a written, non-binding indication of interest (the “October 16 Strategic Party A IOI”) to Benefitfocus, proposing to acquire all outstanding shares of Common Stock for a

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purchase price of $10.00 per share of Common Stock in cash, which represented a premium of 69% over the October 14, 2022 closing price of Benefitfocus’s Common Stock. The October 16 Strategic Party A IOI was promptly distributed to the Board for consideration.

On October 18, 2022, representatives of management held a follow-up meeting with representatives of Sponsor A to discuss additional business and financial diligence questions, as well as the Projections.

On October 19, 2022, the SFC met with representatives of Barclays and S&C in attendance. At this meeting, representatives of Barclays provided an update on the status of the currently interested parties, particularly Voya, Strategic Party A and Sponsor C, noting that discussions with Voya, Strategic Party A and Sponsor C had been focused on due diligence as well as estimated cost synergies to be realized in a potential transaction with Benefitfocus. Barclays also indicated that they were continuing to engage with other financial buyers, including Sponsor D.

Later on October 19, 2022, representatives of Sponsor A informed representatives of Barclays that they valued Benefitfocus at $9.00 per share of Common Stock, assuming successful execution of Benefitfocus’s Turn-Around Plan and the Projections. Representatives of Barclays indicated that the Board would likely be meeting sometime during the week of October 24 and suggested that Sponsor A make a written proposal before that meeting.

Later on October 19, 2022, representatives of Cleary sent a draft Support Agreement to S&C.

On October 22, 2022, representatives of Cleary sent a revised draft Merger Agreement to S&C in which Voya made the following proposals and modifications (among others): (1) the termination fee payable by Benefitfocus under certain circumstances, as more fully described below in the section entitled “The Merger Agreement—Termination Fee,” would be calculated by multiplying 4% by Benefitfocus’s equity value at the offer price (calculated on a fully diluted basis), (2) Benefitfocus would be required to reimburse Voya’s transaction expenses in the event Benefitfocus failed to obtain the required approval from its stockholders, (3) Voya would not be required to take any remedial actions (including divesting assets or agreeing to behavioral remedies) in order to obtain the requisite regulatory approvals, (4) Benefitfocus employee equity awards would generally roll into Voya equity awards rather than be cashed out at the offer price, (5) certain stockholders (not specifically identified) would be required to sign Support Agreements and (6) Voya would be permitted to terminate the Merger Agreement if Benefitfocus suffered a Material Adverse Effect, as more fully described below in the section entitled “The Merger Agreement—Representations and Warranties,” beginning on page 99 of this proxy statement, or if Benefitfocus materially breached the “no shop” covenant, as more fully described below in the section entitled “The Merger Agreement—Non-Solicitation Covenants,” beginning on page 105 of this proxy statement (and in the latter case, Benefitfocus would be required to pay Voya the termination fee).

On October 24, 2022, a representative of Sponsor A sent a written, non-binding indication of interest (the “October 24 Sponsor A IOI”) to Benefitfocus, proposing to acquire all outstanding shares of Common Stock for a purchase price of $9.00 per share of Common Stock in cash, which represented a premium of 47% over the October 21, 2022 closing price of Benefitfocus’s Common Stock, and was subject to various assumptions. The October 24 Sponsor A IOI also included a proposed timeline of four weeks to complete various diligence processes and to arrange debt financing before signing. The October 24 Sponsor A IOI was promptly distributed to the Board for consideration.

Also on October 24, 2022, Voya sent a written, non-binding indication of interest (the “October 24 Voya IOI”) to Benefitfocus, proposing to acquire all outstanding shares of Common Stock for a purchase price of $9.50 per share of Common Stock in cash, which represented a premium of 55% over the October 24, 2022 closing price of Benefitfocus’s Common Stock. The October 24 Voya IOI also identified that Voya was substantively complete with its due diligence process. The October 24 Voya IOI was promptly distributed to the Board for consideration.

Also on October 24, 2022, representatives of Sponsor D conducted a due diligence session with management covering financial, business and other mutually agreed diligence items.

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During the period of October 24–26, 2022, representatives of Strategic Party A engaged in multiple diligence sessions with management and provided additional diligence requests.

On October 25, 2022, a representative of Sponsor C sent a written, non-binding indication of interest (the “October 25 Sponsor C IOI”) to Mr. Dennerline, expressing an interest in acquiring all outstanding shares of Common Stock for a purchase price of $8.75 per share of Common Stock in cash, which represented a premium of 43% over the October 24, 2022 closing price of Benefitfocus’s Common Stock. The October 25 Sponsor C IOI also detailed additional diligence requests that would be required to be completed in advance of executing a definitive agreement with respect to a transaction. The October 25 Sponsor C IOI was promptly distributed to the Board for consideration.

Later on October 25, 2022, the Board met with representatives of Barclays, S&C and Wyrick to discuss the various bids submitted by potential bidders. The Board then discussed Voya’s revised bid of $9.50 per share of Common Stock, and representatives of S&C described its view as to the posture of Voya’s mark-up of the draft Merger Agreement and that S&C would provide further detail on the key open issues at subsequent meetings of the Board. The Board discussed Sponsor A’s bid of $9.00 per share of Common Stock, subject to due diligence and arranging financing. The Board then discussed Strategic Party A’s bid of $10.00 per share of Common Stock, and Benefitfocus’s advisors described to the Board the risks associated with Strategic Party A’s bid, including that (1) it entailed the most significant potential risk of regulatory scrutiny, (2) Strategic Party A would need to conduct a significant amount of incremental due diligence prior to executing a definitive agreement, which would likely take weeks and further distract management, and created risk that the proposed $10.00 per share of Common Stock bid price would be reduced and (3) there was uncertainty as to whether Strategic Party A would be able to arrange financing. The Board then discussed Sponsor C’s bid of $8.75 per share of Common Stock with the need for an additional week to complete due diligence. Representatives of S&C reviewed with the Board its fiduciary duties in this context.

At this same Board meeting, representatives of management reviewed the Projections with the Board and explained, among other things, the execution risks of the Projections and the Turn-Around Plan, including fourth quarter bookings revenue and macroeconomic trends. Representatives of management observed greater risk in achieving the forecasts in the Projections due to bookings being delayed by customers. The Board (1) engaged in a robust discussion with management regarding the reasonableness of the forecasts in the Management Case, Alternative Case 1 and Alternative Case 2 (each as defined in the section below entitled “The Merger Proposal (Proposal 1)—Financial Forecasts and Financial Projections,” beginning on page 66 of this proxy statement), revisiting each forecast in light of deteriorating macroeconomic conditions, unexpected challenges resulting in a delay of the execution of Benefitfocus’s Turn-Around Plan and the recent performance of Benefitfocus’s business to date, (2) determined that the Management Case was the most probable predictor of Benefitfocus’s future performance based on current market conditions and the recent performance of Benefitfocus’s business to date and (3) directed that Barclays use the Management Case for the purposes of preparing its financial analyses in connection with a potential transaction. The Board also requested that Barclays show the Board a discounted cash flow analysis based on Alternative Case 1 for reference purposes only so that the Board could observe the associated impact on valuation. The Board directed management and Barclays to pursue a transaction at a price with Voya higher than $9.50 per share of Common Stock and to keep the other potential counterparties engaged.

On October 26, 2022, Barclays distributed a relationship disclosure memorandum (the “Relationship Disclosure”) to the Board, which described certain relationships between Barclays and its deal team members and Benefitfocus, Indaba, Sponsor A, Sponsor C, Strategic Party A and Voya.

Also on October 26, 2022, representatives of S&C sent Voya’s draft of the Support Agreement to Shearman and to Olshan Frome Wolosky LLP (“Olshan”), counsel to Indaba, for their consideration and comment.

On October 27, 2022, a representative of Voya orally communicated to representatives of Barclays Voya’s revised proposal (the “October 27 Revised Offer”) for an acquisition of all outstanding shares of Common Stock

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for a purchase price of $10.50 per share of Common Stock in cash, which represented a premium of 67% over the October 26, 2022 closing price of Benefitfocus’s Common Stock. The October 27 Revised Offer was conditioned on Benefitfocus granting Voya exclusivity until November 7, 2022. The October 27 Revised Offer was promptly communicated to the Board for consideration.

Later on October 27, 2022, the Board met with representatives of management, Barclays, S&C and Wyrick to discuss ongoing negotiations. Representatives of Barclays provided an overview of the current status of bids, including (1) Voya increasing its bid to $10.50 per share of Common Stock, conditioned on exclusivity until November 7, 2022, (2) Sponsor C’s bid of $8.75 per share of Common Stock, with an indication of potentially increasing its offer, subject to further due diligence and (3) Strategic Party A’s bid of $10.00 per share of Common Stock, which would require several weeks of additional diligence. The Board decided not to further engage with Strategic Party A in light of the execution risks associated with Strategic Party A’s bid as discussed at the October 25, 2022 Board meeting. The Board discussed the merits of the various bids and the pros and cons of granting exclusivity to Voya until November 7, 2022. The Board directed Barclays to immediately engage with Sponsor C to determine whether Sponsor C would increase its offer price above $10.50 per share of Common Stock on substantially similar contractual terms and on a similar timetable as proposed by Voya and, if Sponsor C declined, directed management to grant Voya exclusivity through November 7, 2022 and work towards negotiating a transaction with Voya to be announced by November 1, 2022.

After the Board meeting on October 27, 2022, representatives of Barclays met with representatives of Sponsor C to discuss the bid submitted by Sponsor C. At this meeting, representatives of Barclays indicated that a competitive bid from Sponsor C would need to be greater than $10.50 per share of Common Stock in cash and be subject to fewer due diligence requests. Representatives of Sponsor C responded that they could not waive their due diligence requirements even if they were able to potentially reach an offer price of up to $10.50 per share of Common Stock. Because Sponsor C was unable to submit a bid in excess of $10.50 per share on the same contractual terms as Voya and could not waive their due diligence requirements, representatives of S&C, consistent with the Board’s discussion on October 27, 2022 and at the Board’s direction, proceeded to negotiate an exclusivity agreement with Voya to grant Voya exclusivity through November 7, 2022.

Later on October 27, 2022, representatives of S&C delivered an updated draft Merger Agreement to Cleary in which Benefitfocus made the following proposals and modifications (among others): (1) the termination fee payable by Benefitfocus under certain circumstances would be calculated by multiplying 2% by Benefitfocus’s outstanding common equity value at the offer price, (2) Benefitfocus would not be required to reimburse Voya’s transaction expenses in the event Benefitfocus failed to obtain the required approval from its stockholders, (3) Voya would be required to take certain remedial actions (including divesting assets or agreeing to behavioral remedies) in order to obtain the requisite regulatory approvals unless such remedial actions would reasonably be likely to result in a material adverse effect on Voya and its subsidiaries and Benefitfocus and its subsidiaries (as measured on a combined basis), (4) Benefitfocus employee equity awards would be cashed out at the offer price and (5) Voya would not be permitted to terminate the Merger Agreement if Benefitfocus suffered a Material Adverse Effect or if Benefitfocus materially breached the “no shop” covenant.

From October 28, 2022 through the announcement of the execution of the Merger Agreement on November 1, 2022, representatives of S&C and Cleary met multiple times to finalize the Merger Agreement and related documents, including to negotiate, among other things, (1) how the termination fee payable by Benefitfocus under certain circumstances would be calculated, (2) the circumstances (if any) under which Benefitfocus would have to reimburse Voya’s transaction expenses, (3) the efforts standard relating to Voya’s obligation to secure regulatory approvals, (4) the treatment of Benefitfocus employee equity awards, and (5) the terms pursuant to which the parties would be permitted to terminate the Merger Agreement.

On October 28, 2022, a representative of Sponsor D sent a written, non-binding indication of interest (the “October 28 Sponsor D IOI”) to the Board, expressing an interest in acquiring all outstanding shares of Common Stock for a purchase price between $8.25 and $9.00 per share of Common Stock in cash, which, at

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the midpoint of that range, represented a premium of 31% over the October 27, 2022 closing price of Benefitfocus’s Common Stock and was subject to various assumptions. The October 28 Sponsor D IOI also detailed additional diligence requirements. The October 28 Sponsor D IOI was promptly distributed to the Board for consideration.

Also on October 28, 2022, representatives of Cleary met with representatives of S&C to discuss ongoing negotiations of the Merger Agreement, Support Agreements and other transaction documents. Representatives from Cleary requested that Indaba and BG execute the Support Agreements as a condition to Voya executing the Merger Agreement.

Later on October 28, 2022, the Board met with representatives of management, Barclays, S&C and Wyrick to receive an update on the negotiations. Representatives of Barclays reported that Sponsor C stated that it was unwilling to raise its offer in light of the fact that it could not move on an expedited basis due to due diligence requirements. Representatives of Barclays then reviewed its preliminary financial analyses of Benefitfocus and how they compared with Voya’s offer price of $10.50 per share of Common Stock. Throughout the discussion, the Board considered the potential impact of macroeconomic conditions on and the risks to achievement of the Projections. Representatives of S&C then updated the Board on the status of negotiations of the Merger Agreement and the Support Agreements with Voya, including ongoing discussions of the “no shop” covenant and related “fiduciary out” provision, termination events and associated fees, regulatory efforts covenant and treatment of equity awards held by Benefitfocus employees. Representatives of S&C informed the Board that Voya had not proposed any employment agreements for representatives of management, and the Board discussed Mr. Levin’s and Alpana Wegner’s (Benefitfocus’s Chief Financial Officer) rights and obligations under their respective employment agreements. The Board instructed S&C that it was comfortable agreeing to a meaningful termination fee, as Benefitfocus’s advisors had conducted significant outreach to potential buyers in the preceding months.

Later on October 28, 2022, consistent with Board discussions and at the direction of the Board, Benefitfocus and Voya signed an exclusivity agreement, which granted Voya exclusivity until the earlier of (i) the date that Benefitfocus and Voya entered into definitive transaction documentation, (ii) any time at which Voya proposed to reduce its offer price of $10.50 per share of Benefitfocus’s Common Stock, and (iii) 9:00 a.m. New York City time on November 7, 2022.

On October 29, 2022, representatives of Shearman and Olshan sent revised drafts of the Support Agreements to representatives of S&C, which were shared with representatives of Cleary. The revised drafts modified the draft Support Agreements with respect to, among other terms, the circumstances under which BG or Indaba agreed not to solicit alternative transaction proposals from third parties or engage in discussions or negotiations with third parties regarding alternative transaction proposals and the circumstances under which the Support Agreements would terminate. For further information on the Support Agreements, see the section entitled “The Merger Agreement—Support Agreements,” beginning on page 121 of this proxy statement.

Later on October 29, 2022, representatives of Cleary sent a revised draft Merger Agreement to representatives of S&C in which Voya made the following proposals and modifications (among others): (1) Voya accepted Benefitfocus’s proposal that Benefitfocus would not be required to reimburse Voya’s transaction expenses in the event Benefitfocus failed to obtain the required approval from its stockholders, (2) Benefitfocus employee equity awards would generally roll into Voya equity awards, (3) the termination fee payable by Benefitfocus under certain circumstances would be $15.0 million and (4) Voya would be permitted to terminate the Merger Agreement if Benefitfocus knowingly and intentionally breached the “no shop” covenant (and in the latter case, Benefitfocus would be required to pay Voya the termination fee).

The Board met on October 30, 2022, with representatives of S&C and Wyrick in attendance, and representatives of management and Barclays in attendance for portions of the meeting. The Board began in executive session without representatives of management present, with representatives of S&C providing an

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overview of various executive compensation and retention matters in connection with a transaction with Voya, including, among other matters, the fact that Voya requested that the Merger Agreement include an interim operating covenant by which Benefitfocus would not terminate any employees between the signing and the closing of the transaction other than terminations for “cause,” without Voya’s consent (which consent would not be unreasonably withheld, delayed or conditioned). The Board also discussed the rationale for providing certain Benefitfocus employees with inducement and retention awards (the “Retention Awards”) in connection with the transaction, with further input from the Compensation Committee, S&C and other advisors. Representatives of S&C also reported on the latest negotiations of the Merger Agreement, including deal protection and termination provisions, treatment of equity awards and regulatory efforts standard, following which the Board gave S&C guidance on negotiating certain key points. Representatives of S&C then gave the Board a presentation regarding their fiduciary duties to Benefitfocus stockholders generally and within the context of a sale to Voya. The Board then discussed next steps in the negotiations and process, and reaffirmed that the Compensation Committee would continue providing oversight regarding executive compensation matters involved in the transaction, including any Retention Awards, subject to final approval by the Board.

On October 31, 2022, representatives of S&C sent a revised draft Merger Agreement to representatives of Cleary in which Benefitfocus made the following proposals and modifications (among others): (1) Benefitfocus employee equity awards granted in 2019 and 2020 would be cashed out at the offer price and the other employee equity awards granted by Benefitfocus would be assumed by Voya and converted into Voya equity awards (with certain exceptions), (2) Voya would be required to take certain remedial actions (including divesting assets or agreeing to behavioral remedies) in order to obtain the requisite regulatory approvals unless such remedial actions would reasonably be likely to result in a material adverse effect on Voya and its subsidiaries (as if Voya were the size of Benefitfocus) or Benefitfocus and its subsidiaries, (3) the termination fee payable by Benefitfocus under certain circumstances would be $12.5 million, and (4) Voya would not be permitted to terminate the Merger Agreement if Benefitfocus materially breached the “no shop” covenant.

In the afternoon on October 31, 2022, representatives of Benefitfocus, Voya, S&C, Cleary, Barclays and Perella Weinberg Partners LP (“Perella Weinberg”), financial advisor to Voya, met to negotiate open terms in the Merger Agreement, including, among other terms, (1) the treatment of employee equity awards, (2) the scope of Benefitfocus’s representations and warranties, (3) the scope of covenants restricting Benefitfocus from taking certain actions during the period between signing and closing, (4) the terms under which Benefitfocus could solicit Acquisition Proposals from third parties and provide non-public information to and engage in discussions or negotiations with third parties regarding alternative transaction proposals, (5) covenants relating to the parties’ efforts to secure antitrust and other regulatory approvals, (6) the terms under which Benefitfocus or Voya could terminate the Merger Agreement and (7) the size of and triggers for the termination fee.

Also on October 31, 2022, representatives of Cleary, Olshan and S&C met to negotiate open items in the Support Agreements, including, among other terms, (1) terms related to restrictions on soliciting alternative transaction proposals from third parties and (2) Indaba’s request for indemnification by Voya in connection with Indaba’s entry into the Support Agreement. Representatives of Olshan then sent a revised draft of the Support Agreement to representatives of S&C, who shared the draft with Cleary, and Olshan confirmed that Indaba would accept Voya’s position to remove the requirement for indemnification by Voya in connection with Indaba’s entry into the Support Agreement. Representatives of Shearman also sent a revised draft of the Support Agreement to representatives of Cleary on this date.

Later in the afternoon on October 31, 2022, the Board met with members of management, Barclays, S&C and Wyrick in attendance. At the meeting, representatives of management gave an update on the discussions with Voya and potential timing of signing definitive agreements with respect to a transaction. Representatives of S&C then provided a report of the latest terms of the proposed transaction and negotiations of the definitive agreements and then outlined the next steps in the negotiations and process for the Board to approve the Merger Agreement, the other transaction documents and the transactions contemplated thereby, communications matters, the delivery of a fairness opinion by Barclays, the proxy statement filing process and potential timeline from

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signing to closing the transaction. After discussion, the Board gave the representatives of S&C guidance on negotiating certain key points of the transaction documents.

Also on October 31, 2022, Barclays distributed an updated version of the Relationship Disclosure, which described certain relationships between Barclays and its deal team members and Benefitfocus, Indaba, BG, Strategic Party A, Sponsor A, Sponsor C and Voya.

On November 1, 2022, representatives of S&C and Cleary met to negotiate open items in the Merger Agreement including, among other things, (1) the termination fee and (2) whether Voya would be permitted to terminate the Merger Agreement if Benefitfocus knowingly and intentionally breached the “no shop” covenant (and in such case, whether Benefitfocus would be required to pay Voya the termination fee). Cleary then sent a revised draft Merger Agreement to S&C in which Voya made the following proposals and modifications (among others): (1) agreeing to a termination fee of $14.0 million and (2) agreeing to Benefitfocus’s proposal that Voya would be permitted to terminate the Merger Agreement if Benefitfocus knowingly and intentionally breached the “no shop” covenant (but, in such case, that Benefitfocus would not be required to pay Voya the termination fee).

Representatives of S&C, Cleary, Olshan and Shearman continued to negotiate open items and exchange drafts of the Merger Agreement, Support Agreements and related transaction documents, as applicable, until all transaction documents were in execution form.

The Board met on the afternoon of November 1, 2022 with members of Benefitfocus’s management and representatives of S&C in attendance, and with representatives of Barclays also in attendance for portions of the meeting. Representatives of S&C presented to the Board key changes in the draft Merger Agreement since the meeting on October 31. Representatives of S&C then provided a report of the terms of the proposed transaction and latest negotiations of the definitive agreements, which included, among other things, deal protections, regulatory risk allocation and treatment of equity awards and interim operating restrictions related to benefits for continuing employees and long-term incentive awards. Mr. Lerner and Mr. Napier confirmed that each of Indaba and BG, respectively, was prepared to execute its Support Agreement. Representatives of Barclays reviewed with the Board Barclays’ financial analyses of the Merger consideration of $10.50 per share of Common Stock in cash and rendered to the Board its oral opinion, subsequently confirmed in writing, to the effect that, as of November 1, 2022 and based upon and subject to the qualifications, assumptions and limitations stated in its opinion, from a financial point of view, the Per Share Common Stock Merger Consideration (as defined in the Merger Agreement) to be offered to the holders of the Common Shares (as defined in the Merger Agreement) (other than the holders of Excluded Shares (as defined in the Merger Agreement)) in the transactions contemplated by the Merger Agreement was fair to such holders, as more fully described below in the section entitled “The Merger Proposal (Proposal 1)—Opinion of Benefitfocus’s Financial Advisor,” beginning on page 69 of this proxy statement. After further discussing the advantages and risks of the proposed transaction and the risks faced by Benefitfocus in remaining as a standalone company, in each case that are described below in the section entitled “The Merger Proposal (Proposal 1)—Recommendation of the Board and Reasons for the Merger,” beginning on page 61 of this proxy statement, the Board unanimously approved and declared the advisability of the Merger Agreement, and further declared that the Merger Agreement was in the best interests of Benefitfocus and its stockholders, and recommended that Benefitfocus’s stockholders adopt the Merger Agreement. The Board also unanimously approved and authorized Benefitfocus to grant the Retention Awards, which are described below in the section entitled “The Merger Proposal (Proposal 1)—Interests of Benefitfocus’s Executive Officers and Directions in the Merger,” beginning on page 77 of this proxy statement.

Shortly after the Board meeting concluded on November 1, 2022, the parties executed the Merger Agreement and the Support Agreements. Thereafter, Benefitfocus and Voya issued a joint press release announcing the execution of the Merger Agreement.

On December 13, 2022, the Board met with members of Benefitfocus’s management and representatives of S&C in attendance. Representatives of S&C presented to the Board on certain executive compensation matters,

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in particular with regard to (i) amending the treatment of certain equity awards in the original Merger Agreement based on discussions between representatives of S&C and Cleary and (ii) certain mitigation actions for certain Benefitfocus employees, including with respect to the named executive officers, who may become entitled to payments and benefits that may be treated as “excess parachute payments” within the meaning of Section 280G of the Code.

On December 16, 2022, representatives of S&C provided to the Board a proposed draft of an amended and restated Merger Agreement to address the executive compensation matters discussed at the December 13, 2022 Board meeting and related draft documents.

On December 19, 2022, the Board approved the amended and restated Merger Agreement and approved and declared the advisability of the amended and restated Merger Agreement, and further declared that the amended and restated Merger Agreement was in the best interests of Benefitfocus and its stockholders, and recommended that Benefitfocus’s stockholders adopt the amended and restated Merger Agreement. Later on December 19, 2022, Benefitfocus, Voya and Merger Sub entered into the amended and restated Merger Agreement.

Recommendation of the Board and Reasons for the Merger

The Board unanimously recommends that you vote “FOR” the Merger Proposal.

The Board has reviewed and considered the terms and conditions of the proposed Merger. After considering various factors, the Board unanimously (i) approved the Merger Agreement, the Support Agreements, the Merger and the transactions contemplated by the Merger Agreement, (ii) declared advisable the Merger Agreement, the Merger and the transactions contemplated by the Merger Agreement, (iii) determined that the Merger Agreement, the Support Agreements, the Merger and the transactions contemplated by the Merger Agreement are fair to, and in the best interests of, Benefitfocus and its stockholders (other than Excluded Shares that are not Dissenting Shares), (iv) resolved to recommend that the Company’s stockholders entitled to vote adopt the Merger Agreement, and (v) directed that the Merger Agreement be submitted to the Company’s stockholders for adoption.

When you consider the Board’s recommendation, you should be aware that Benefitfocus’s directors and executive officers may have interests in the Merger that may be different from, or in addition to, the interests of Benefitfocus stockholders generally. These interests are described in the section entitled “The Merger Proposal (Proposal 1)—Interests of Benefitfocus’s Executive Officers and Directors in the Merger,” beginning on page 77 of this proxy statement.

Factors the Board Considered Supporting Approval of the Merger

In evaluating the Merger, the Board consulted with Benefitfocus’s senior management and legal and financial advisors and reviewed a significant amount of information. In its decision to recommend that you vote “FOR” the proposal to adopt the Merger Agreement, the Board considered various factors that it believed supported its decision, including, among others, the following (not necessarily in order of relative importance):

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Other Factors Considered by the Board

In the course of reaching its decision, the Board also considered a number of potentially negative factors with respect to the Merger and the other transactions contemplated by the Merger Agreement, including, among others, the following (not necessarily in order of relative importance):

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While the Board considered potentially positive and potentially negative factors, including those described above, the Board ultimately concluded that, overall, the potentially positive factors outweighed the potentially negative factors.

The foregoing discussion is intended to be illustrative and is not intended to be an exhaustive list of the information and factors considered by the Board in its consideration of the Merger, but includes the material factors considered by the Board in that regard. In view of the number and variety of factors and the amount of information considered, the Board did not find it practicable to, nor did it attempt to, quantify, or otherwise assign specific or relative weights to, the specific factors considered in reaching its determinations and recommendations. In addition, each individual member of the Board applied his or her own personal business judgment to the process and may have given different weight to different factors.

Based on the totality of the information presented, the Board collectively reached the unanimous decision to (i) approve the Merger Agreement, the Support Agreements, the Merger and the transactions contemplated by the Merger Agreement, (ii) declare advisable the Merger Agreement, the Merger and the transactions contemplated by the Merger Agreement, (iii) determine that the Merger Agreement, the Support Agreements, the Merger and the transactions contemplated by the Merger Agreement are fair to, and in the best interests of, Benefitfocus and its stockholders (other than Excluded Shares that are not Dissenting Shares), (iv) recommend that the Company’s stockholders entitled to vote adopt the Merger Agreement, and (v) direct that the Merger Agreement be submitted to the Company’s stockholders for their adoption, in light of the factors described above and other factors that the members of the Board felt were appropriate.

Portions of this explanation of Benefitfocus’s reasons for the Merger and other information presented in this section are forward-looking in nature and, therefore, should be read in light of the section entitled “Cautionary Statement Regarding Forward-Looking Statements,” beginning on page 32 of this proxy statement.

Financial Forecasts and Financial Projections

In order to develop a framework for evaluating the potential value of Benefitfocus, Benefitfocus management prepared certain non-public, unaudited financial projections regarding Benefitfocus’s future operations for the fourth quarter of 2022 and fiscal years 2023 through 2026 (the “Management Case”), together with two alternative cases, Alternative Case 1 and Alternative Case 2 ((each, as defined below), and together with the Management Case, the “Projections”).

“Alternative Case 1” included the same assumptions as the Management Case but differed from the Management Case primarily by applying the following assumptions: (i) higher bookings growth, (ii) higher revenue retention, and (iii) faster uptake and greater attachment of new growth initiatives.

“Alternative Case 2” included the same assumptions as Alternative Case 1, but with more optimistic outcomes.

Benefitfocus’s management provided the Management Case, Alternative Case 1 and Alternative Case 2 to the Board, Barclays, Voya and certain other bidders (other than with respect to Unlevered Free Cash Flow (as

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defined below), which was not provided to Voya or any of the potential bidders). After reviewing and discussing the Projections and Benefitfocus management’s assessments regarding the probability of achieving the financial results in the Projections, the Board approved and instructed its financial advisor, Barclays, to use and rely upon the Management Case in connection with Barclays’s financial analyses and opinion summarized below in the section entitled “The Merger Proposal (Proposal 1)—Opinion of Benefitfocus’s Financial Advisor,” beginning on page 69 of this proxy statement.

In Benefitfocus’s press releases announcing quarterly or annual earnings, Benefitfocus has from time to time publicly provided certain projections as to its future financial performance. Benefitfocus does not otherwise, as a matter of course, publicly disclose projections as to its future financial performance. The Projections were developed by Benefitfocus’s management for internal use and for use in connection with the Merger Proposal and were not prepared with a view toward public disclosure. The Projections do not necessarily comply with U.S. Generally Accepted Accounting Principles (“GAAP”), published guidelines of the SEC regarding projections, forward-looking statements or the use of non-GAAP measures, or the guidelines established by the American Institute of Certified Public Accountants for preparation and presentation of financial forecasts. The Projections were prepared by, and are the responsibility of, Benefitfocus’s management. Our independent registered public accounting firm has not audited, reviewed, examined, compiled or applied any agreed-upon procedures with respect to the Projections, and does not express an opinion or any form of assurance related thereto. The Projections and summaries of the Projections are not included in this proxy statement to influence any Benefitfocus stockholder’s decision whether to vote in favor of the Merger Proposal or any of the other proposals to be voted on at the Special Meeting or whether to exercise dissenter’s rights, but are included because they were made available to the Board, Barclays, Voya and certain other bidders in connection with the proposed Merger. The Projections are not intended to be considered as public guidance of our financial performance.

The Projections, while presented with numerical specificity, necessarily were based on numerous estimates, variables and assumptions that are inherently subjective and uncertain and many of which are beyond our control. Because the Projections cover multiple years, by their nature, they become subject to greater uncertainty with each successive year. The assumptions upon which the Projections were based necessarily involve judgments with respect to, among other things, future economic, competitive and regulatory conditions, the ability to take new product offerings to market and financial market conditions, all of which are difficult or impossible to predict and many of which are beyond our control. The Projections also reflect assumptions as to certain business decisions that are subject to change. Furthermore, the Projections do not take into account any circumstances or events occurring after the date they were prepared, including the public announcement of the proposed Merger or Benefitfocus’s compliance with its covenants under the Merger Agreement. The Projections do not take into account the possible financial and other effects on Benefitfocus of the Merger and do not attempt to predict or suggest future results of the Surviving Corporation. The Projections do not give effect to any of the Merger, the impact of negotiating or executing the Merger Agreement, the expenses that may be incurred in connection with consummating the Merger, any synergies that may be achieved following the Merger, the effect on Benefitfocus of any business or strategic decision or action that has been or will be taken as a result of the Merger Agreement having been executed, or the effect of any business or strategic decisions or actions that may have been taken if the Merger Agreement had not been executed. Further, the Projections do not take into account the effect of any possible failure of the Merger to occur. Important factors that may affect actual results and may result in the Projections not being achieved include, but are not limited to, the risk factors described in our annual report on Form 10-K for the fiscal year ended December 31, 2021, as amended by the Form 10-K/A filed on May 2, 2022, subsequent quarterly reports on Form 10-Q and current reports on Form 8-K. In addition, the Projections may be affected by our ability to achieve strategic goals, objectives and targets over the applicable period. The Projections are forward-looking statements. For information on factors that may cause our future financial results to vary materially, see the section entitled “Cautionary Statement Regarding Forward-Looking Statements,” beginning on page 32 of this proxy statement.

The Projections were prepared in good faith and on a reasonable basis based on the best information available to Benefitfocus’s management when prepared. However, there can be no assurance that the Projections

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will be realized, and actual results may vary materially from those shown. The inclusion of the Projections in this proxy statement should not be regarded as an indication that we or any of our officers, directors, affiliates, advisors or other representatives considered or consider the Projections to be material or predictive of actual future events, and they should not be relied upon as such. Neither we nor any of our officers, directors, affiliates, advisors or other representatives can give any assurance that actual results will not differ from the Projections and Benefitfocus undertakes no obligation to update or otherwise revise or reconcile the Projections to reflect circumstances existing after the respective dates on which they were prepared or to reflect the occurrence of future events, even in the event that any or all of the assumptions underlying the Projections are shown to be inappropriate. We do not intend to make publicly available any update or other revision to the Projections, except as otherwise required by law. Neither we nor any of our officers, directors, affiliates, advisors or other representatives has made or makes any representation to any Benefitfocus stockholder or any other person regarding our ultimate performance compared to the information contained in the Projections or that the Projections will be achieved. We have made no representation to Voya in the Merger Agreement or otherwise concerning the Projections.

Certain of the measures included in the Projections may be considered non-GAAP financial measures. Non-GAAP financial measures should not be considered in isolation from, or as a substitute for, financial information presented in compliance with GAAP, and non-GAAP financial measures as used by Benefitfocus might not be comparable to similarly titled amounts used by other companies. Financial measures provided to a board of directors or a financial advisor in connection with a business combination transaction are excluded from the definition of non-GAAP financial measures and therefore are not subject to SEC rules regarding disclosures of non-GAAP financial measures, which would otherwise require a reconciliation of a non-GAAP financial measure to a GAAP financial measure. Reconciliations of non-GAAP financial measures were not relied upon by the Board or Benefitfocus’s financial advisor in connection with the proposed Merger. Accordingly, we have not provided a reconciliation of the financial measures.

Projections. The following table presents a summary of the Management Case, the Alternative Case 1 and the Alternative Case 2. Dollar totals are in millions.

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Opinion of Benefitfocus’s Financial Advisor

Benefitfocus engaged Barclays to act as its financial advisor with respect to pursuing strategic alternatives for Benefitfocus, including a possible sale of Benefitfocus, pursuant to the Barclays Engagement Letter. On November 1, 2022, Barclays rendered its oral opinion (which was subsequently confirmed in writing on November 2, 2022) to the Board that, as of such date and based upon and subject to the qualifications, assumptions and limitations stated in its opinion, from a financial point of view, the Per Share Common Stock Merger Consideration to be offered to the holders of the Common Stock (other than the holders of Excluded Shares) in the Merger is fair to such holders.

The full text of Barclays’s written opinion, dated as of November 2, 2022, is attached as Annex D to this Proxy Statement. Barclays’s written opinion sets forth, among other things, the assumptions made, procedures followed, factors considered and limitations upon the review undertaken by Barclays in rendering its opinion. You are encouraged to read the opinion carefully in its entirety. The following is a summary of Barclays’s opinion and the methodology that Barclays used to render its opinion. This summary is qualified in its entirety by reference to the full text of the opinion.

Barclays’s opinion, the issuance of which was approved by Barclays’s Valuation and Fairness Opinion Committee, is addressed to the Board, addresses only the fairness, from a financial point of view, of the consideration to be offered to the holders of Common Stock (other than holders of Excluded Shares) and does not constitute a recommendation to any stockholder of Benefitfocus as to how such stockholder should vote with respect to the Merger or any other matter. The terms of the Merger were determined through arm’s-length negotiations between Benefitfocus and Voya and were unanimously approved by the Board. Barclays did not recommend any specific form of consideration to Benefitfocus or that any specific form of consideration constituted the only appropriate consideration for the Merger. Barclays was not requested to address, and its opinion does not in any manner address, Benefitfocus’s underlying business decision to proceed with or effect the Merger, the likelihood of the consummation of the Merger, or the relative merits of the Merger as compared to any other transaction in which Benefitfocus may engage. In addition, Barclays expressed no opinion on, and its opinion does not in any manner address, the fairness of the amount or the nature of any consideration received in the Merger by the holders of any other class of securities of Benefitfocus (including the Preferred Stock) or any compensation to any officers, directors or employees of any parties to the Merger, or any class of such persons, relative to the consideration to be offered to the holders of Common Stock (other than holders of Excluded Shares) in the Merger. No limitations were imposed by the Board upon Barclays with respect to the investigations made or procedures followed by it in rendering its opinion.

In arriving at its opinion, Barclays, among other things:

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In arriving at its opinion, Barclays assumed and relied upon the accuracy and completeness of the financial and other information used by Barclays without any independent verification of such information (and did not assume responsibility or liability for any independent verification of such information). Barclays also relied upon the assurances of management of Benefitfocus that they were not aware of any facts or circumstances that would make such information inaccurate or misleading. With respect to the Management Case, upon the advice of Benefitfocus, Barclays assumed that such projections were reasonably prepared on a basis reflecting the best currently available estimates and judgments of the management of Benefitfocus as to the future financial performance of Benefitfocus and that Benefitfocus would perform substantially in accordance with such projections. With respect to the Company NOL Projections, at the instruction of Benefitfocus, Barclays assumed that the amounts of the Company NOL Projections were reasonably prepared on a basis reflecting the best currently available estimates and judgments of the management of Benefitfocus as to the future utilization of net operating losses by Benefitfocus. In arriving at its opinion, Barclays assumed no responsibility for and expressed no view as to any such projections or estimates or the assumptions on which they were based. In arriving at its opinion, Barclays did not conduct a physical inspection of the properties and facilities of Benefitfocus and did not make or obtain any evaluations or appraisals of the assets or liabilities of Benefitfocus. Barclays’s opinion was necessarily based upon market, economic and other conditions as they existed on, and could be evaluated as of, November 2, 2022. Barclays assumed no responsibility for updating or revising its opinion based on events or circumstances that may have occurred after the date of its opinion.

Barclays assumed the accuracy of the representations and warranties contained in the Merger Agreement and all the agreements related thereto. Barclays also assumed, upon the advice of Benefitfocus, that all material governmental, regulatory and third-party approvals, consents and releases for the Merger would be obtained within the constraints contemplated by the Merger Agreement and that the Merger would be consummated in accordance with the terms of the Merger Agreement without waiver, modification or amendment of any material term, condition or agreement thereof. Barclays did not express any opinion as to any tax or other consequences that might result from the Merger, nor did Barclays’s opinion address any legal, tax, regulatory or accounting matters, as to which Barclays understood that Benefitfocus had obtained such advice as it deemed necessary from qualified professionals.

In connection with rendering its opinion, Barclays performed certain financial, comparative and other analyses as summarized below. In arriving at its opinion, Barclays did not ascribe a specific range of values to the Common Stock but rather made its determination as to fairness, from a financial point of view, to the holders of Common Stock (other than the holders of Excluded Shares) of the consideration to be offered to such stockholders in the Merger on the basis of various financial and comparative analyses. The preparation of a fairness opinion is a complex process and involves various determinations as to the most appropriate and relevant methods of financial and comparative analyses and the application of those methods to the particular circumstances. Therefore, a fairness opinion is not readily susceptible to summary description.

In arriving at its opinion, Barclays did not attribute any particular weight to any single analysis or factor considered by it but rather made qualitative judgments as to the significance and relevance of each analysis and factor relative to all other analyses and factors performed and considered by it and in the context of the circumstances of the particular transaction. Accordingly, Barclays believes that its analyses must be considered as a whole, as considering any portion of such analyses and factors, without considering all analyses and factors as a whole, could create a misleading or incomplete view of the process underlying its opinion.

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Summary of Material Financial Analyses

The following is a summary of the material financial analyses used by Barclays in preparing its opinion to the Board. The summary of Barclays’s analyses and reviews provided below is not a complete description of the analyses and reviews underlying Barclays’s opinion, nor does the order of the financial analyses described represent the relative importance or weight given to those financial analyses by Barclays. The preparation of a fairness opinion is a complex process involving various determinations as to the most appropriate and relevant methods of analysis and review and the application of those methods to particular circumstances, and, therefore, is not readily susceptible to summary description.

For the purposes of its analyses and reviews, Barclays made numerous assumptions with respect to industry performance, general business, economic, market and financial conditions and other matters, many of which are beyond the control of Benefitfocus or any other parties to the Merger. No company, business or transaction considered in Barclays’s analyses and reviews is identical to Benefitfocus or the Merger, and an evaluation of the results of those analyses and reviews is not entirely mathematical. Rather, the analyses and reviews involve complex considerations and judgments concerning financial and operating characteristics and other factors that could affect the acquisition, public trading or other values of the companies, businesses or transactions considered in Barclays’s analyses and reviews. None of Benefitfocus, Voya, Merger Sub, Barclays or any other person assumes responsibility if future results are materially different from those discussed. Any estimates contained in these analyses and reviews and the ranges of valuations resulting from any particular analysis or review are not necessarily indicative of actual values or predictive of future results or values, which may be significantly more or less favorable than as set forth below. In addition, analyses relating to the value of companies, businesses or securities do not purport to be appraisals or reflect the prices at which the companies, businesses or securities may actually be sold. Accordingly, the estimates used in, and the results derived from, Barclays’s analyses and reviews are inherently subject to substantial uncertainty.

The summary of the financial analyses and reviews provided below include information presented in tabular format. In order to fully understand the financial analyses and reviews used by Barclays, the tables must be read together with the text of each summary, as the tables alone do not constitute a complete description of the financial analyses and reviews. Considering the data in the tables below without considering the full description of the analyses and reviews, including the methodologies and assumptions underlying the analyses and reviews, could create a misleading or incomplete view of Barclays’s analyses and reviews.

Selected Comparable Company Analysis

In order to assess how the public market values shares of similar publicly traded companies and to provide a range of relative implied equity values per share of Benefitfocus by reference to those companies, Barclays reviewed and compared specific financial and operating data relating to Benefitfocus with a selected company that Barclays, based on its experience in the technology services industry, deemed comparable to Benefitfocus.

The selected human resource business process outsourcing comparable company with respect to Benefitfocus was:

Barclays calculated and compared various financial multiples and ratios of Benefitfocus and the Comparable Company. As part of its selected comparable company analysis, Barclays calculated and analyzed the ratio of (i) the Comparable Company’s enterprise value (“EV”) to its estimated calendar year 2022 (“CY 2022E”) and estimated calendar year 2023 (“CY 2023E”) revenue and (ii) the Comparable Company’s EV to its estimated calendar year 2022 and estimated calendar year 2023 earnings before interest, taxes, depreciation and amortization and before share-based compensation and adjusted for non-recurring items (“Adj. EBITDA”). The Comparable Company’s EV was obtained by adding its straight debt, lease liabilities, the book value of any minority interest and out-of-the-money convertible instruments to the sum of the market value of its common

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equity and subtracting its cash. All of these calculations were performed, and based on publicly available financial data (from sources including Comparable Company’s filings and FactSet) and closing prices, as of October 31, 2022, the last trading date prior to the delivery of Barclays’s oral opinion. The results of the Comparable Company analysis are summarized below:

Barclays selected the Comparable Company listed above because of similarities in one or more business or operating characteristics with Benefitfocus. However, because no selected comparable company is exactly the same as Benefitfocus, Barclays believed that it was inappropriate to, and therefore did not, rely solely on the quantitative results of the Comparable Company analysis. Accordingly, Barclays also made qualitative judgments concerning differences between the business, financial and operating characteristics and prospects of Benefitfocus and the Comparable Company that could affect the public trading values of each in order to provide a context in which to consider the results of the quantitative analysis. These qualitative judgments related primarily to the differing sizes, growth prospects, profitability levels and degree of operational risk between Benefitfocus and the Comparable Company included in the selected comparable company analysis. Based upon these judgments, Barclays selected a range of 9.0x to 11.0x multiples of EV to its estimated calendar year 2023 Adj. EBITDA (as defined below) and applied such range to the Management Case. For Benefitfocus, Adj. EBITDA was defined as net loss before net interest, taxes, and depreciation and amortization expense, adjusted to eliminate stock-based compensation, transaction and acquisition-related costs expensed, restructuring costs, impairment of goodwill, intangible assets, and long-lived assets, gain or loss on extinguishment of debt, costs not core to Benefitfocus’s business, loss on settlement of lawsuits and changes in fair value of contingently returnable consideration. The following summarizes the result of these calculations:

Barclays noted that on the basis of the selected comparable company analysis, the Per Share Common Stock Merger Consideration of $10.50 per share was above the range of implied values per share calculated using the Management Case.

Selected Precedent Transaction Analysis

Barclays reviewed and compared the purchase prices and financial multiples paid in selected other transactions that Barclays, based on its experience with merger and acquisition transactions, deemed relevant. Barclays chose such transactions based on, among other things, the similarity of the applicable target companies in the transactions to Benefitfocus with respect to the industry, size, mix, margins and other characteristics of their businesses.

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As part of its selected precedent transaction analysis, for each of the selected transactions, based on information Barclays obtained from company filings and broker research, Barclays analyzed the ratio of each target company’s EV to both the last 12-month period (“LTM”) and the forward 12-month period (“NTM”) revenue and earnings before interest, taxes, depreciation and amortization (“EBITDA”) multiples at the time of announcement of the respective transactions. The results of this precedent transaction analysis are summarized below:

The reasons for and the circumstances surrounding each of the selected precedent transactions analyzed were diverse and there are inherent differences in the business, operations, financial conditions and prospects of Benefitfocus and the target companies included in the selected precedent transaction analysis. Accordingly, Barclays believed that a purely quantitative selected precedent transaction analysis would not be particularly meaningful in the context of considering the Merger. Barclays therefore made qualitative judgments concerning differences between the characteristics of the selected precedent transactions and the Merger which would affect the acquisition values of the selected target companies and Benefitfocus. Based upon these judgments, Barclays selected a range of multiples of 12.0x to 15.0x and applied such range to Benefitfocus’s Adj. EBITDA for the LTM period as of September 30, 2022 from the Management Case to calculate a range of implied prices per share of Benefitfocus. The following table sets forth the results of such analysis:

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Barclays noted that on the basis of the selected precedent transaction analysis, the Per Share Common Stock Merger Consideration of $10.50 per share was above the range of implied values per share calculated using the Management Case.

Discounted Cash Flow Analysis

In order to estimate the present value of our Common Stock, Barclays performed a discounted cash flow analysis of Benefitfocus. A discounted cash flow analysis is a traditional valuation methodology used to derive a valuation of an asset by calculating the “present value” of estimated future cash flows of the asset. “Present value” refers to the current value of future cash flows or amounts and is obtained by discounting those future cash flows or amounts by a discount rate that takes into account macroeconomic assumptions and estimates of risk, the opportunity cost of capital, expected returns and other appropriate factors.

To calculate the estimated enterprise value of Benefitfocus using the discounted cash flow method, Barclays added (i) Benefitfocus’s projected after-tax Unlevered Free Cash Flows for the last quarter of fiscal year 2022 and for fiscal years 2023 through 2026 based on the Management Case and (ii) the “terminal value” of Benefitfocus as of the end of fiscal year 2026, and discounted such amount to its present value using a mid-year convention and a range of selected discount rates. The after-tax Unlevered Free Cash Flows is Benefitfocus’s Adj. EBITDA less stock-based compensation, less capital expenditures and adjusting for changes in net working capital and taxes. The residual value of Benefitfocus at the end of the forecast period, or “terminal value,” was estimated by selecting a range of estimated LTM Adj. EBITDA exit multiples. Barclays assumed a range of terminal value LTM Adj. EBITDA exit multiples of 9.5x to 11.5x, which was derived by Barclays utilizing its professional judgment and experience, taking into account the results from the selected comparable companies analysis and applying such range to the Management Case. The range of after-tax discount rates of 11.0% to 13.0% was selected based on an analysis of the weighted average cost of capital of Benefitfocus. Barclays then calculated a range of implied prices per share of Benefitfocus by subtracting estimated net debt of $(143.0 million) as of September 30, 2022 and the value of Benefitfocus’s outstanding Preferred Stock (at liquidation value) of $80.0 million, in each case as provided by Benefitfocus’s management, and adding the present value of tax savings post-2026 from Benefitfocus’s net operating losses derived from the Management Case using the discounted cash flow method to the estimated enterprise value and dividing such amount by the fully diluted number of shares of Common Stock as of October 31, 2022 (comprised of 34.4 million shares of Common Stock outstanding, 4.2 million Company RSUs and Company PRSUs outstanding and 0.1 million outstanding Company Options with a weighted average exercise price of $13.53, in each case as provided by Benefitfocus’s management). The following summarizes the result of these calculations:

Barclays noted that on the basis of the discounted cash flow analysis, the Per Share Common Stock Merger Consideration of $10.50 per share was within the range of implied values per share calculated using Management Case.

Other Factors

Barclays also reviewed and considered other factors, which were not considered part of its financial analyses in connection with rendering its advice, but were references for informational purposes, including, among other things, an Illustrative Future Share Price Analysis, a Discounted Cash Flow Analysis of Alternative Case 1, an Equity Research Target Prices Review, a Precedent Transactions Premium Paid Analysis and a Historical Share Price Analysis, each described below.

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Illustrative Future Share Price Analysis

Barclays performed an illustrative analysis of the implied present value of an illustrative future value per share of Common Stock, which is designed to provide an indication of the present value of the theoretical future value of a company’s equity as a function of such company’s financial projections and valuation multiples. Barclays first calculated the implied future EV of Benefitfocus for fiscal year ending 2022 and each of the next three fiscal year ends by applying ratios of (i) multiples of Benefitfocus’s EV to NTM Adj. EBITDA ranging from 9.0x to 11.0x to (ii) NTM Adj. EBITDA estimates for Benefitfocus as reflected in the Management Case for each of the 2022, 2023, 2024 and 2025 fiscal years. The illustrative EV to NTM Adj. EBITDA multiple estimates were derived by Barclays utilizing its professional judgment and experience, taking into account the results from the selected comparable companies analysis and the EV to NTM Adj. EBITDA multiples for Benefitfocus as of October 31, 2022. Barclays then calculated a range of implied prices per share of Benefitfocus based on the fully diluted number of shares of Common Stock as of October 31, 2022 (comprised of 34.4 million shares of Common Stock outstanding, 4.2 million Company RSUs and Company PRSUs outstanding and 0.1 million outstanding Company Options with a weighted average exercise price of $13.53, in each case as provided by Benefitfocus’s management).

Utilizing a discount rate of 15.0%, based on an analysis of the cost of equity of Benefitfocus, Barclays then derived a range of implied present values per share for Benefitfocus by discounting to present value the implied future values per share of Benefitfocus as a standalone entity. The following table presents the results of the analysis of the implied present value of the illustrative future value per share of Common Stock.

Discounted Cash Flow Analysis of Alternative Case 1

Barclays performed an additional discounted cash flow analysis based on Alternative Case 1 (as described above in the section entitled “The Merger Proposal (Proposal 1)—Financial Forecasts and Financial Projections,” beginning on page 66 of this proxy statement) using the same methodology as described above under the caption “Discounted Cash Flow Analysis” (including LTM Adj. EBITDA exit multiples of 9.5x to 11.5x and after-tax discount rates of 11.0% to 13.0%) but utilizing the unlevered after-tax cash flows for Benefitfocus derived from the Alternative Case 1. The following summarizes the result of this analysis:

Barclays noted that, on the basis of the discounted cash flow analysis based on the Alternative Case 1, the Per Share Common Stock Merger Consideration of $10.50 per share was below the range of implied values per share calculated using Alternative Case 1.

Equity Research Target Prices Review

Barclays reviewed publicly available one-year forward price targets for the Common Stock prepared and published by three equity research firms that covered Benefitfocus as of October 31, 2022. The price targets published by the equity research firms did not necessarily reflect current market trading prices for the Common Stock. Barclays noted that the range of low to high one-year forward share price targets as of October 31, 2022 was $6.00 to $10.00 per share.

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Precedent Transactions Premium Paid Analysis

In order to assess the premium offered to the stockholders of Benefitfocus in the Merger relative to the premiums offered to stockholders in other transactions, Barclays reviewed the premiums paid in 50 diversified industries mergers and acquisitions transactions known to Barclays involving publicly listed target companies in which the target equity was valued between $100.0 million and $1.5 billion from March 12, 2019 to July 21, 2022. For each transaction, Barclays calculated the premium per share paid by the acquiror by comparing the announced transaction value per share to the target company’s historical VWAP during the following periods: (i) one trading day prior to announcement and (ii) 30 trading days prior to announcement.

The reasons for and the circumstances surrounding each of the transactions analyzed in the precedent transactions premium paid analysis were diverse and there are inherent differences in the business, operations, financial conditions and prospects of Benefitfocus and the target companies included in the precedent transactions premium paid analysis. Accordingly, Barclays believed that a purely quantitative transaction premium analysis would not be particularly meaningful in the context of considering the Merger. Barclays therefore made qualitative judgments concerning the differences between the characteristics of the selected transactions and the Merger which would affect the acquisition values of the target companies and Benefitfocus. Based upon these judgments, Barclays selected a range of premiums to (i) the closing price of Benefitfocus on October 31, 2022 and (ii) the 30-trading day VWAP of the Common Stock ending on October 31, 2022 (the last trading day prior to the date of the announcement of the Merger Agreement), to calculate a range of implied equity values per share of Common Stock. The following summarizes the result of these calculations:

Barclays noted that on the basis of the precedent transactions premium paid analysis, the Per Share Common Stock Merger Consideration of $10.50 per share was (i) within the range of implied values per share calculated using the closing price of the Common Stock on October 31, 2022 and (ii) above the range of implied values per share calculated using the 30-trading day VWAP of the Common Stock ending on October 31, 2022 (the last trading day prior to the date of the announcement of the Merger Agreement).

Historical Share Price Analysis

To illustrate the trend in the historical trading prices of the Common Stock, Barclays considered historical data with regard to the trading prices of the Common Stock for the 52-week period from November 1, 2021 to October 31, 2022. Barclays noted that during this period, the closing price of the Common Stock ranged from $5.69 to $13.06 per share.

General

Barclays is an internationally recognized investment banking firm and, as part of its investment banking activities, is regularly engaged in the valuation of businesses and their securities in connection with mergers and acquisitions, investments for passive and control purposes, negotiated underwritings, competitive bids, secondary distributions of listed and unlisted securities, private placements and valuations for estate, corporate and other purposes. The Board selected Barclays because of its qualifications, reputation and experience in the valuation of businesses and securities in connection with mergers and acquisitions generally, as well as substantial experience in transactions comparable to the Merger.

Barclays is acting as financial advisor to Benefitfocus in connection with the Merger. As compensation for its services in connection with the Merger, Barclays is entitled to a fee from Benefitfocus of $1.0 million, payable upon the delivery of Barclays’s opinion, which is referred to as the “Opinion Fee.” The Opinion Fee was

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not contingent upon the conclusion of Barclays’s opinion or the consummation of the Merger. Additional compensation of approximately $11.11 million will be payable by Benefitfocus upon completion of the Merger (against which the amount of the Opinion Fee as well as $250,000 of advisory fees previously earned by Barclays will be credited). In addition, Benefitfocus has agreed to reimburse Barclays for its reasonable out-of-pocket expenses incurred in connection with the Merger and to indemnify Barclays for certain liabilities that may arise out of its engagement by Benefitfocus and the rendering of Barclays’s opinion. Barclays has performed various investment banking and financial services for Benefitfocus and Voya in the past, and is likely to perform such services in the future, and has received, and is likely to receive, customary fees for such services. Specifically, in the past two years, the aggregate fees invoiced (but not yet received) by Barclays to Benefitfocus for advisory services were approximately $3.25 million (excluding the Opinion Fee and the fees payable to Barclays upon consummation of the Merger). In the past two years, Barclays has not performed any investment banking services for Voya for which it has received any fees.

In addition, Barclays and its affiliates in the past have provided, currently are providing, or in the future may provide, investment banking services to Indaba and BG, each an affiliate of Benefitfocus and a Company stockholder, and certain of their respective affiliates and portfolio companies and have received or in the future may receive customary fees for rendering such services, including (i) having acted or acting as financial advisor to Indaba and BG and certain of their respective portfolio companies and affiliates in connection with certain mergers and acquisition transactions; (ii) having acted or acting as arranger, bookrunner and/or lender for Indaba and BG and certain of their respective portfolio companies and affiliates in connection with corporate finance transactions, including providing financing for various acquisition transactions; and (iii) having acted or acting as underwriter, initial purchaser and/or placement agent for various equity and debt offerings undertaken by Indaba and BG and certain of their respective portfolio companies and affiliates. In the past two years, Barclays has not performed any investment banking services for Indaba or BG for which it has received any fees.

Barclays, its subsidiaries and its affiliates engage in a wide range of businesses from investment and commercial banking, lending, asset management and other financial and non-financial services. In the ordinary course of its business, Barclays and affiliates may actively trade and effect transactions in the equity, debt and/or other securities (and any derivatives thereof) and financial instruments (including loans and other obligations) of Benefitfocus, Voya, Indaba and BG and their respective affiliates for their own accounts and for the accounts of our customers and, accordingly, may at any time hold long or short positions and investments in such securities and financial instruments.

Interests of Benefitfocus’s Executive Officers and Directors in the Merger

In considering the recommendation of the Board that you vote to approve the Merger Proposal, you should be aware that, aside from their interests as Benefitfocus stockholders, Benefitfocus’s directors and executive officers have interests in the Merger that may be different from, or in addition to, the interests of Benefitfocus stockholders generally, which may create potential conflicts of interest. These interests are described in more detail below, and with respect to the named executive officers of Benefitfocus, are quantified in the “Golden Parachute Compensation” table below. The Board was aware of these interests and considered them when it adopted the Merger Agreement and approved the Merger, and in unanimously recommending that the Merger Agreement be adopted by the Benefitfocus stockholders.

Acceleration of Equity Awards Held by Directors and Executive Officers

Accelerated Equity Awards of Directors

At the Effective Time, each outstanding Company RSU held by a non-employee director of Benefitfocus will be cancelled, and each non-employee director holding Company RSUs will be entitled to receive, as promptly as reasonably practicable after the Effective Time, an amount in cash, without interest, equal to the product of (i) the number of shares of Common Stock subject to such Company RSU immediately prior to the effective time multiplied by (ii) the Per Share Common Stock Merger Consideration, less applicable taxes required to be withheld with respect to such payment.

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The estimated aggregate amount that would be realized by the non-employee directors of the Benefitfocus Board in respect of their unvested Company RSUs if the merger was to be completed on November 30, 2022 is $1,494,706.50. This estimated amount was determined using the number of Company RSUs held by the non-employee directors of the Benefitfocus Board that were outstanding as of November 30, 2022, the latest practicable date prior to the filing of this proxy statement, and a price per share of $10.50. This amount does not attempt to forecast any additional equity award grants, issuances or forfeitures that may occur prior to the effective time following the date of this proxy statement. As a result of the foregoing assumptions, which may or may not actually occur or be accurate on the relevant date, the actual amounts to be received by the members of the Benefitfocus Board may materially differ from the amount set forth above. None of the Company’s non-employee directors hold Company Options, Company PRSUs or Company Time-Vesting PRSUs.

Accelerated Equity Awards of Executive Officers

At the Effective Time, each outstanding Company Equity Award, including any held by an executive officer, prior to the Effective Time will generally be subject to the treatment described below:

For the avoidance of doubt, none of the outstanding Company Equity Awards held by Mr. Levin would accelerate and “single trigger” (as described below) vest in connection with the Closing. As discussed in the section entitled “The Merger Proposal (Proposal 1)—Interests of Benefitfocus’s Executive Officers and Directors in the Merger—Retention Awards,” beginning on page 79 of this proxy statement, Mr. Levin was granted Company Retention RSUs, a portion of which, by their terms, will vest upon the Closing. For an estimate of the amounts that would be realized by each of Benefitfocus’s named executive officers who hold outstanding and unvested Company Equity Awards if the Merger is consummated on November 30, 2022 and he or she experiences a qualifying termination on November 30, 2022, see the section entitled “The Merger Proposal (Proposal 1)—Interests of Benefitfocus’s Executive Officers and Directors in the Merger—Golden Parachute Compensation,” beginning on page 82 of this proxy statement.

Company Options

Each Company Option to purchase shares of Common Stock granted under the Plan that is outstanding and vested as of immediately prior to the Effective Time will be cancelled, and each holder of such Company Options will be entitled to receive, as promptly as reasonably practicable after the Effective Time, an amount in cash, without interest, equal to the product of (i) the number of shares of Common Stock subject to such Company Option immediately prior to the Effective Time, multiplied by (ii) the excess, if any, of (A) the Per Share Common Stock Merger Consideration, over (B) the exercise price per share of Common Stock of such Company Option, less applicable taxes required to be withheld with respect to such payment, provided that any Company Option which has an exercise price equal to or greater than the Per Share Common Stock Merger Consideration will be cancelled at the Effective Time for no consideration.

Specified Awards

Each Specified Award that is unvested and outstanding as of immediately prior to the Effective Time, will be cancelled, and each holder of such Specified Award will be entitled to receive, as promptly as reasonably practicable after the Effective Time, an amount in cash, without interest, equal to the product of (i) the number of shares of Common Stock subject to such Specified Award immediately prior to the Effective Time, multiplied by (ii) the Per Share Common Stock Merger Consideration, less applicable taxes required to be withheld with respect to such payment, provided that, with respect to a Specified Award that is a Company Time-Vesting PRSU or a Company Performance Restricted Share, the number of shares of Common Stock subject to such Specified Award will be the number of shares of Common Stock earned for the applicable performance period pursuant to the terms of such Company Time-Vesting PRSU or Company Performance Restricted Share.

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Company RSUs, Company Retention RSUs and Company Time-Vesting PRSUs

Each (A) Company RSU that is not a Specified Award (including for the avoidance of doubt, any Company Retention RSUs that are not Specified Company Retention Awards) and (B) Company Time-Vesting PRSUs that are not Specified Awards, in each of (A) and (B), that is outstanding as of immediately prior to the Effective Time, will be assumed by Voya and converted into a Voya RSU covering a number of shares of Voya Common Stock (rounded down to the nearest whole number), equal to the product of (i) the number of shares of Common Stock subject to such Company RSUs immediately prior to the Effective Time, multiplied by (ii) the Equity Award Exchange Ratio. Each Voya RSU will continue to be governed by the same terms and conditions as were applicable to the Company RSUs immediately prior to the Effective Time.

Company PRSUs

Each Company PRSU that is outstanding as of immediately prior to the Effective Time will be assumed by Voya and converted into a Voya RSU covering a number of shares of Voya Common Stock (rounded down to the nearest whole number) equal to the product of (i) the number of shares of Common Stock subject to such Company PRSUs immediately prior to the Effective Time based on target performance, multiplied by (ii) the Equity Award Exchange Ratio. Each Voya RSU will continue to be governed by the same terms and conditions as were applicable to the Company PRSUs immediately prior to the Effective Time.

In the event the Closing occurs in 2023, with respect to each Company PRSU with a performance period ending in 2022, the Company may determine achievement of the performance goals based on the greater of (x) 50% of the target performance goal and (y) actual achievement of the applicable performance goals in accordance with the terms of the Company PRSUs.

Company Equity Awards Held by Former Employees

Each Company RSU and Company PRSU that is outstanding as of immediately prior to the Effective Time and held by a non-employee director or consultant of the Company or by any employee who is not a Continuing Employee will be cancelled, and each holder of such Company Equity Award will be entitled to receive, as promptly as reasonably practicable after the Effective Time, an amount in cash, without interest, equal to the product of (i) the number of shares of Common Stock subject to such Company Equity Award immediately prior to the Effective Time, (with respect to each Company PRSU, based on target performance), multiplied by (ii) the Per Share Common Stock Merger Consideration, less applicable taxes required to be withheld with respect to such payment.

Retention Awards

In connection with the execution of the Merger Agreement, Benefitfocus granted Company Retention RSUs to the Company’s executive officers to promote the retention of the individuals whose skills, capabilities and knowledge are critical to Benefitfocus and the Merger and to incentivize efforts to consummate the Merger. In accordance with the Company Retention RSU award agreements, half of the Company Retention RSUs will vest upon the Closing Date and the other half will vest on the date that is six months after the Closing (the “Final Vesting Date”), subject to continued service. The Company Retention RSUs will become fully vested upon termination of employment without “cause” by Benefitfocus or for “good reason” by the applicable executive officer on or after the Closing Date and prior to the Final Vesting Date.

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Company Restricted Shares and Performance Restricted Shares

Each Company Restricted Share and Company Performance Restricted Share that is not a Specified Award and that is outstanding as of immediately prior to the Effective Time will be assumed by Voya and converted into a Voya Restricted Share covering a number of shares of Voya Common Stock (rounded down to the nearest whole number) equal to the product of (i) the number of shares of Common Stock subject to such Company Restricted Shares or Company Performance Restricted Shares outstanding immediately prior to the Effective Time, based on target performance if applicable, multiplied by (ii) the Equity Award Exchange Ratio. Each Company Restricted Share and Company Performance Restricted Share will continue to be governed by the same terms and conditions (including vesting terms) as were applicable to the applicable Company Restricted Share or Company Performance Restricted Share immediately prior to the Effective Time.

Cash Severance Payments and Other Termination Benefits Under Existing Employment Agreements

Benefitfocus previously entered into employment agreements with each of Mr. Levin (the “Levin Agreement”) and Ms. Wegner (the “Wegner Agreement” and, together with the Levin Agreement, the “Existing Employment Agreements”).

The Levin Agreement provides that if Mr. Levin is terminated without cause or resigns for good reason (a “qualifying termination”), within 12 months of a change in control, Mr. Levin will be entitled to (i) two times the sum of his then-current base salary plus two times his then-current target bonus, payable over 12 months, (ii) full vesting of all of his equity awards (with any performance conditions deemed met at target) and (iii) payment of the same percentage of the premium Benefitfocus was paying prior to termination during the first 12 months of Mr. Levin’s continued coverage under the Consolidated Omnibus Budget Reconciliation Act (“COBRA”), if he is eligible for and elects COBRA continuation coverage. The Levin Agreement provides that if Mr. Levin experiences a qualifying termination at any other time, Mr. Levin will receive (i) an amount equal to his then-current base salary plus his then-current target bonus, payable over 12 months, (ii) COBRA premium support for 12 months, and (iii) continued vesting of all of his equity awards that would have otherwise vested in the 12 months period following his termination if he had remained employed, other than the previously disclosed one-time inducement grant of 248,826 RSUs and 106,640 PRSUs, which will vest in full.

The Wegner Agreement provides that if Ms. Wegner experiences a qualifying termination, within 12 months of a change in control, Ms. Wegner will be entitled to (i) salary continuation at a rate equal to her base salary then in effect for a period of 12 months, (ii) a pro rata portion of her target annual bonus, (iii) an insurance premium in an amount equal to that which was paid on her behalf prior to the termination of employment, paid during the same period in which she receives salary continuation (subsections (i) through (iii), collectively, the “Wegner Severance Benefits”), and (iv) accelerating vesting of all her unvested and outstanding equity awards (with any performance conditions for awards with an ongoing performance period as of her qualifying termination deemed met at target). The Wegner Agreement provides that if Ms. Wegner experiences a qualifying termination at any other time, Ms. Wegner will be entitled to the Wegner Severance Benefits and immediate vesting of those outstanding equity awards that would have otherwise vested in the 12 months following her termination.

Each of the Existing Employment Agreements provides that during and after their employment, Mr. Levin and Ms. Wegner are subject to a covenant related to the non-disclosure of trade secrets and confidential information. For one year following the date of termination for any reason, Mr. Levin and Ms. Wegner are subject to covenants related to the non-solicitation of customers, employees or consultants and a covenant not to compete with Benefitfocus within the United States. The payments due under the Existing Employment Agreements are subject to the execution and non-revocation of a general release of claims.

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Section 280G Mitigation Actions

Pursuant to the terms of the Merger Agreement, Benefitfocus is permitted to implement strategies (each, a “Section 280G Mitigation Action”) to mitigate the possible impact of Section 280G of the Code, subject to agreement by Voya. On December 19, 2022, the Board approved, by unanimous written consent with respect to certain individuals, including Mr. Levin and Ms. Wegner (the “Covered Individuals”), (i) the payment, on or prior to December 31, 2022, of earned cash short-term incentive compensation under Benefitfocus’s 2022 short-term incentive plan (the “Bonus”) and (ii) the replacement of certain Company RSUs and Company PRSUs with Company Restricted Shares with the same vesting terms as applied to the replaced Company RSUs and Company PRSUs. The Covered Individuals will make elections under Section 83(b) of the Code with respect to such Company Restricted Shares. The actions described above do not accelerate the vesting of any equity awards held by the Covered Individuals.

The Board approved, by unanimous written consent, the following:

Other Arrangements

Pursuant to the terms of the Merger Agreement, Benefitfocus’s directors and executive officers will be entitled to certain ongoing indemnification, expense advancement and insurance arrangements. For a description of such ongoing arrangements, see the section entitled “The Merger Agreement—Indemnification; Directors’ and Officers’ Insurance” beginning on page 114 of this proxy statement.

Also, prior to the effective time, Voya may, in its discretion, initiate negotiations of agreements, arrangements and understandings with any of Benefitfocus’s officers or directors regarding compensation or benefits and may enter into definitive agreements with such officers or directors regarding the foregoing. To Benefitfocus’s knowledge, as of the date of this proxy statement, Voya has not entered into any such new agreements, arrangements or understandings regarding compensation or benefits with any of Benefitfocus’s officers or directors.

BuildGroup Preferred Stock

As of the date of this proxy statement, BG owns 1,777,778 shares of Preferred Stock convertible into 5,333,334 shares of Common Stock, which represents 100% of the issued and outstanding shares of Preferred Stock. The Preferred Stock held by BG and subject to the BG Support Agreement represents approximately 13.4% of the outstanding voting power of Company capital stock as of December 14, 2022. We expect that a similar figure will be outstanding and entitled to vote at the Special Meeting as of the close of business on the Record Date. BG purchased these shares from Benefitfocus on June 4, 2020, for a price of $45.00 per share of Preferred Stock pursuant to a Preferred Stock Purchase Agreement dated May 22, 2020 by and between Benefitfocus and BG (the “Preferred Stock Purchase Agreement”). Additionally, the Preferred Stock Purchase Agreement provides that Benefitfocus will pay BG Annual Fees in an amount equal to (i) 50 basis points per annum on the amount invested (which equals an amount of approximately $400,000) for the first year and (ii) 25 basis points per annum on the amount invested (which equals an amount of approximately $200,000) annually thereafter, all for so long as BG and its affiliates collectively hold at least 60% of the Preferred Stock (or the Common Stock issuable upon conversion of the Preferred Stock). Pursuant to the Certificate of Designations, for

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so long as not less than 60% of the shares of Preferred Stock originally issued remain outstanding, the holders of a majority of the then outstanding shares of Preferred Stock, voting as a single class, are entitled to elect two directors of the Board for so long as the size of the Board includes nine or fewer directors (the “Preferred Stock Directors”). The Board has nine directors as of the date of this proxy statement. Mr. Napier and Ms. Young are the Preferred Stock Directors elected by BG, as the holder of a majority of the outstanding shares of Preferred Stock. Pursuant to the BG Support Agreement, BG has agreed to, among other things, vote its shares of Company capital stock in favor of the adoption of the Merger Agreement, not vote its shares of Company capital stock for any alternative proposal or any other transaction, proposal, agreement, or action made in opposition to adoption of the Merger Agreement or in competition or inconsistent with the Merger, not exercise any appraisal rights under Section 262 of the DGCL and not transfer its shares (subject to certain exceptions). The terms of the BG Support Agreement do not prevent, limit or otherwise restrict any director of the Company (including any director affiliated with BG) from taking (or failing to take) any action in his or her capacity as a director of the Company, or in exercising his or her fiduciary duties as a director of the Company. The BG Support Agreement will terminate automatically upon, among other events, a Change of Recommendation (as defined in the section entitled “The Merger Agreement—Non-Solicitation Covenants,” beginning on page 105 of this proxy statement).

If the Merger is completed, BG, as the sole holder of Preferred Stock, will have the right to receive, pursuant to the Certificate of Designations, $47.25 in cash per share of Preferred Stock, or approximately $84 million in cash in the aggregate, at the Effective Time, plus accumulated and unpaid dividends to, but not including, the date the Merger is completed, as more fully described in the section below entitled “The Merger Agreement—Effect of the Merger on Common Stock and Preferred Stock” beginning on page 94 of this proxy statement. The Certificate of Designations provides that each share of Preferred Stock will be automatically redeemed upon the closing of certain change of control transactions (such as the Merger) for an amount of cash equal to the greater of (i) the Convertible Preferred Liquidation Amount, which is defined and further described in the section entitled “The Merger Agreement—Effect of the Merger on Common Stock and Preferred Stock” beginning on page 94 of this proxy statement, and (ii) the amount the holder of such share of Preferred Stock would have received in respect of the number of shares of Common Stock that would be issuable upon conversion of such share of Preferred Stock. BG will receive the Convertible Preferred Liquidation Amount in connection with the consummation of the Merger as it is a greater amount than the amount described in the foregoing clause (ii). The Convertible Preferred Liquidation Amount represents $5.25, or 50%, more per share of Common Stock than the Per Share Common Stock Merger Consideration to be paid to holders of Common Stock (measured as if the shares of Preferred Stock were converted into shares of Common Stock in accordance with the Certificate of Designations, but received the Convertible Preferred Liquidation Amount rather than the Per Share Common Stock Merger Consideration) and approximately $28 million more in cash in the aggregate than if BG voluntarily converted its shares of Preferred Stock into shares of Common Stock, in accordance with the Certificate of Designations prior to the Effective Time, and received the Per Share Common Stock Merger Consideration. Pursuant to the terms and conditions set forth in the Certificate of Designations, BG is not required to convert its shares of Preferred Stock into shares of Common Stock in connection with the Merger and will be entitled to receive the Convertible Preferred Liquidation Amount at the Effective Time without BG taking any additional action. Additionally, the BG Annual Fees will no longer be payable by Benefitfocus to BG following the consummation of the Merger, but BG will have the right to receive the pro rata portion of any BG Annual Fees due and accumulated, but unpaid, to it on the Closing.

Golden Parachute Compensation

In accordance with Item 402(t) of Regulation S-K promulgated by the SEC, the tables below present the estimated amounts of compensation that each named executive officer could receive that are based on or otherwise relate to the Merger. This compensation is referred to as “golden parachute” compensation by the applicable SEC disclosure rules, and in this section, we use such term to describe the Merger-related compensation which will or may become payable to Benefitfocus’s named executive officers. This Merger-related compensation is subject to a non-binding advisory vote of common stockholders, as set forth in Proposal 2 in this proxy statement. For further information, see the section entitled “Advisory Vote on Named Executive Officer Merger-Related Compensation Proposal (Proposal 2),” beginning on page 124 of this proxy statement.

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The amounts set forth below have been estimated based on the following assumption: (i) the Merger is consummated on November 30, 2022 (the last practicable date determined in accordance with Item 402(t) of Regulation S-K), (ii) the Company Equity Awards outstanding as of November 30, 2022 (without any new grants, if any), and (iii) each named executive officer experiences a qualifying termination of employment as of the same date, immediately following completion of the Merger and properly executes any required releases and complies with all requirements (including any applicable restrictive covenants) necessary in order to receive the payments and benefits. The amounts indicated below are estimates of amounts that would be payable to the named executive officers, and the estimates are based on multiple assumptions that may or may not actually occur, including assumptions described in this proxy statement. As a result, the actual amounts, if any, to be received by a named executive officer may differ in material respects from the amounts set forth below. All dollar amounts set forth below have been rounded to the nearest whole number and are reflected on a pre-tax basis.

For purposes of this disclosure, “single trigger” refers to payments and benefits that arise solely as a result of the completion of the Merger and “double trigger” refers to payments and benefits that require two conditions, which are the completion of the Merger and a qualifying termination of employment.

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Financing of the Merger

The Merger Agreement is not conditioned upon receipt of financing by Voya. We anticipate that the total amount of funds necessary to consummate the Merger and the related transactions to be paid at Closing, not including fees and expenses, will be approximately $570 million, including the estimated funds needed to, among other things, (i) pay our stockholders the Merger consideration due to them under the Merger Agreement, (ii) make payments in respect of outstanding equity awards of Benefitfocus that are due to the recipients thereof pursuant to the Merger Agreement, and (iii) repay indebtedness and other amounts payable in connection with the consummation of the Merger pursuant to the credit agreement, dated as of August 17, 2022, among the Company, certain affiliates of the Company party thereto, the lenders from time to time party thereto, and JPMorgan Chase Bank, N.A., as administrative agent thereunder (the “Credit Agreement”).

We understand that Voya expects to fund amounts needed for the acquisition of Benefitfocus under the Merger Agreement through the use of cash on hand.

Regulatory Approvals

HSR Approval

Under the HSR Act, the parties to the Merger Agreement cannot complete the Merger until they have given notification of and furnished information to the DOJ and the FTC regarding the Merger, and until the applicable waiting period (and any extension thereof) has expired or has been terminated. On November 14, 2022, the parties to the Merger Agreement filed a Notification and Report Form under the HSR Act. The waiting period under the HSR Act expired on December 14, 2022 at 11:59 p.m. Eastern time. At any time before or after

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consummation of the Merger, the DOJ or FTC, or any state, could take such action under antitrust laws as it deems necessary or desirable in the public interest, including seeking to enjoin the completion of the Merger or seeking divestiture of substantial assets of Benefitfocus or Voya or their respective subsidiaries. Private parties may also seek to take legal action under antitrust laws against to prevent the Merger under certain circumstances.

Texas Department of Insurance

Pursuant to Texas Insurance Code Section 4001.253, the parties have filed certain required information with the Texas Department of Insurance on November 14, 2022 and November 18, 2022. The Texas Department of Insurance has completed its review of those submissions and has issued no objection determinations, thereby satisfying Section 4001.253’s requirements.

General

Each of Benefitfocus and Voya must use its reasonable best efforts to take all actions necessary or advisable on its part under the Merger Agreement and applicable law to consummate the transactions contemplated by the Merger Agreement as promptly as practicable after the date of the Merger Agreement and prior to 5:00 p.m. (New York time) on April 30, 2023 (the “Outside Date”), including making all required filings with governmental entities and seeking all required consents from third parties. In addition to such general efforts, each of Benefitfocus and Voya must cooperate with each other and use its reasonable best efforts to take all actions necessary or advisable on its part under the Merger Agreement and applicable law to consummate the transactions contemplated by the Merger Agreement as promptly as practicable after the date of the Merger Agreement and prior to the Outside Date, including preparing and submitting documentation to (i) effect the expirations of all waiting periods under applicable antitrust law, including under the HSR Act, and, if applicable, any contractual waiting periods under any timing agreements with a governmental entity applicable to the consummation of the transactions contemplated by the Merger Agreement, as promptly as practicable after the date of the Merger Agreement or the entry into any such timing agreements, respectively, and (ii) make and obtain as promptly as practicable after the date of the Merger Agreement from any governmental entity, as applicable, all filings and consents necessary or advisable in order to consummate the transactions contemplated by the Merger Agreement, including the other approvals of Benefitfocus and Voya.

While we have no reason to believe it will not be possible to obtain regulatory approvals in a timely manner, there is no certainty that these approvals will be obtained within the period of time contemplated by the Merger Agreement, if at all.

The approval of any regulatory application or completion of regulatory review merely implies the satisfaction of certain regulatory criteria, which do not include review of the Merger from the standpoint of the adequacy of the consideration to be received by Benefitfocus stockholders. Further, regulatory approvals or reviews do not constitute an endorsement or recommendation of the Merger.

Litigation Relating to the Merger

As of December 16, 2022, one lawsuit has been filed by a purported Benefitfocus stockholder in connection with the Merger. On December 7, 2022, a purported Benefitfocus shareholder filed a lawsuit against Benefitfocus and the current members of the Benefitfocus board of directors alleging that the preliminary proxy statement filed by Benefitfocus in connection with the Merger contained alleged material misstatements and/or omissions in violation of federal law. The lawsuit is captioned Stein v. Benefitfocus, Inc., et al., Case 1:22-cv-10358 and is pending in the United States District Court for the Southern District of New York.

The complaint generally alleges that the preliminary proxy statement filed by Benefitfocus in connection with the Merger fails to disclose allegedly material information in violation of Sections 14(a) and 20(a) of the

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Exchange Act and Rule 14a-9 promulgated thereunder. Plaintiff seeks, among other things, to enjoin Benefitfocus from consummating the Merger, or in the alternative, rescission of the Merger and/or compensatory damages, as well as attorney’s fees. Benefitfocus believes that the allegations in the complaint are without merit. Additional lawsuits may be filed in the future, arising out of the Merger.

Material U.S. Federal Income Tax Consequences of the Merger

The exchange of Common Stock or Preferred Stock for cash pursuant to the Merger generally will be a taxable transaction to U.S. holders (as defined in the section entitled “Material U.S. Federal Income Tax Consequences of the Merger,” beginning on page 128 of this proxy statement) for U.S. federal income tax purposes and may also be taxable under state, local or other tax laws. The tax consequences of the Merger to such holders will depend on their particular circumstances. U.S. holders should consult their tax advisors regarding the U.S. federal, state, local and non-U.S. tax consequences of the Merger to such holders in light of their particular circumstances.

In general, a U.S. holder whose shares are converted into the right to receive cash in the Merger will recognize capital gain or loss for U.S. federal income tax purposes in an amount equal to the difference, if any, between the amount of cash received with respect to such shares and the U.S. holder’s adjusted tax basis in such shares at the time of the exchange. Gain or loss will be determined separately for each block of shares (i.e., shares acquired at the same cost in a single transaction). The determination of the actual tax consequences of the Merger to a holder will depend on the holder’s specific situation.

Delisting and Deregistration of Common Stock

Prior to the Closing Date, Benefitfocus will cooperate with Voya and use reasonable best efforts to take, or cause to be taken, all actions, and do or cause to be done all things, necessary, proper or advisable on its part under applicable law, including, the rules and policies of NASDAQ, to enable the delisting by the Surviving Corporation of the shares of Common Stock from NASDAQ and the deregistration of the shares of Common Stock under the Exchange Act as promptly as practicable after the Effective Time. In connection therewith, Voya will (a) assist in enabling Benefitfocus or NASDAQ to be in a position to promptly file and cause the Surviving Corporation or NASDAQ to file with the SEC a Form 25 on the Closing Date and (b) cause the Surviving Corporation to file a Form 15 on the first business day that is at least ten days after the date the Form 25 is filed.

Appraisal Rights

If the Merger is consummated, holders of Common Stock or Preferred Stock issued and outstanding immediately prior to the Effective Time who do not vote in favor of the adoption of the Merger Agreement, who validly demanded appraisal pursuant to Section 262 of DGCL (“Section 262”) and have not effectively withdrawn their demand or otherwise waived or lost their rights to appraisal are entitled to seek appraisal of their shares in connection with the Merger under Section 262.

This section summarizes Delaware law pertaining to appraisal rights in connection with the Merger. The following discussion is not a complete statement of the law pertaining to appraisal rights under Delaware law and is qualified in its entirety by the full text of Section 262, which may be accessed without subscription or cost at the following publicly available website: https://delcode.delaware.gov/title8/c001/sc09/index.html#262 and incorporated by reference herein. The following summary does not constitute any legal or other advice and does not constitute a recommendation that you exercise your appraisal rights under Section 262.

Any person contemplating the exercise of such appraisal rights should carefully review the provisions of Section 262, which is accessible at the following publicly available website: https://delcode.delaware.gov/title8/c001/sc09/index.html#262, particularly the procedural steps required to properly demand and perfect such rights. Failure to follow the steps required by Section 262 for demanding and perfecting appraisal rights may

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result in the loss of such rights. All references in Section 262 and in this summary to a (i) “stockholder” are to the record holder of shares of Common Stock or Preferred Stock, (ii) “beneficial owner” are to a person who is the beneficial owner of shares of Common Stock or Preferred Stock held either in voting trust or by a nominee on behalf of such person, and (iii) “person” are to an individual, corporation, partnership, unincorporated association or other entity.

Under Section 262, stockholders desiring to exercise their right to appraisal must:

A beneficial owner may, in such person’s name, demand in writing an appraisal of such beneficial owner’s shares in accordance with the procedures of subsection (d)(1) of Section 262 summarized above, provided that (i) such beneficial owner continuously owns such shares through the Effective Time of the Merger and otherwise satisfies the requirements applicable to a stockholder under the first sentence of subsection (a) of Section 262 and (ii) the demand made by such beneficial owner reasonably identifies the holder of record of the shares for which the demand is made, is accompanied by documentary evidence of such beneficial owner’s beneficial ownership of stock and a statement that such documentary evidence is a true and correct copy of what it purports to be, and provides an address at which such beneficial owner consents to receive notices given by Benefitfocus under Section 262 and to be set forth on the Verified List (defined below). The shares of Common Stock are currently listed on a national securities exchange, and, assuming such shares remain listed on a national securities exchange immediately prior to the Merger (which we expect to be the case), after an appraisal petition has been filed, the Delaware Court of Chancery will dismiss appraisal proceedings as to all holders of Common Stock who are otherwise entitled to appraisal rights unless (x) the total number of shares of Common Stock entitled to appraisal exceeds 1% of the outstanding shares of the Common Stock eligible for appraisal or (y) the value of the aggregate consideration offered pursuant to the Merger Agreement in respect of such total number of shares exceeds $1.0 million. We refer to these conditions as the “Minimum Conditions.”

Pursuant to the Support Agreements entered into by Indaba and BG, each of BG and Indaba has agreed to, among other things, vote its shares of Company capital stock in favor of the adoption of the Merger Agreement and not exercise any appraisal rights under Section 262. As such, no appraisal rights will be available to such shares of Common Stock or Preferred Stock subject to the Support Agreements.

Unless the Delaware Court of Chancery, in its discretion, determines otherwise for good cause shown, interest from the Effective Time of the Merger through the date of payment of the judgment will be compounded quarterly and will accrue at 5% over the Federal Reserve discount rate (including any surcharge) as established from time to time during the period between the Effective Time of the Merger and the date of payment of the judgment; provided, however, that at any time before the Delaware Court of Chancery enters judgment in the appraisal proceeding, the Surviving Corporation may pay to each person entitled to appraisal an amount in cash, in which case any such interest will accrue after the time of such payment only on the amount that equals the sum of (i) the difference, if any, between the amount so paid and the “fair value” of the shares as determined by the Delaware Court of Chancery and (ii) any interest accrued prior to the time of such voluntary payment, unless paid at such time. The Surviving Corporation is under no obligation to make such voluntary cash payment prior to such entry of judgment. Persons considering seeking appraisal should be aware that the fair value of their shares as determined pursuant to Section 262 could be more than, the same as or less than the merger consideration offered pursuant to the Merger Agreement if they did not seek appraisal of their shares.

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Under Section 262, where a merger agreement is to be submitted for approval and adoption at a meeting of stockholders, the corporation, not less than 20 days prior to the meeting, must notify each of our stockholders who held shares of Common Stock or Preferred Stock on the Record Date for notice of such meeting with respect to shares for which appraisal rights are available that appraisal rights are available and include in the notice a copy of Section 262 or information directing the stockholders to a publicly available electronic resource at which Section 262 may be accessed without subscription or cost. This proxy statement constitutes such notice that appraisal rights are available in connection with the Merger, and the full text of Section 262 may be accessed without subscription or cost at the following publicly available website: https://delcode.delaware.gov/title8/c001/sc09/index.html#262. In connection with the Merger, any person who wishes to exercise appraisal rights or who wishes to preserve such person’s right to do so should review Section 262. Failure to comply with the requirements of Section 262 in a timely and proper manner may result in the loss of appraisal rights under the DGCL. A person who loses his, her or its appraisal rights will be entitled to receive the consideration offered pursuant to the Merger Agreement. Moreover, because of the complexity of the procedures for exercising the right to seek appraisal, we believe that if a person considers exercising such rights, that person should seek the advice of legal counsel.

Stockholders and beneficial owners wishing to exercise the right to seek an appraisal of their shares of Common Stock or Preferred Stock must strictly comply with Section 262. In addition, a stockholder of record, a beneficial owner or the Surviving Corporation must file a petition in the Delaware Court of Chancery requesting a determination of the fair value of the shares within 120 days after the Effective Time. The Surviving Corporation is under no obligation to file any petition and has no intention of doing so.

Because a proxy that does not contain voting instructions will, unless timely revoked, be voted in favor of the approval and adoption of the Merger Agreement, a stockholder who votes by proxy and who wishes to exercise appraisal rights should not return a blank proxy, but rather must vote against the approval and adoption of the Merger Agreement, abstain or not vote his, her or its shares. Beneficial owners should consult with their bank, broker or other nominee regarding methods of voting.

Filing Written Demand

Any stockholder or beneficial owner wishing to exercise appraisal rights must deliver to us, before the vote on the approval and adoption of the Merger Agreement at the Special Meeting, a written demand for the appraisal of such person’s shares. Neither voting against the approval and adoption of the Merger Agreement nor abstaining from voting or failing to vote on the proposal to adopt the Merger Agreement will, in and of itself, constitute a written demand for appraisal satisfying the requirements of Section 262. The written demand for appraisal must be in addition to and separate from any proxy or vote on the approval and adoption of the Merger Agreement. A stockholder’s or beneficial owner’s failure to make the written demand prior to the taking of the vote on the approval and adoption of the Merger Agreement at the Special Meeting may constitute a waiver of appraisal rights.

Record Holders

A demand for appraisal by a holder of record must be executed by or on behalf of the holder of record and must reasonably inform us of the identity of the stockholder and state that the person intends thereby to demand appraisal of the stockholder’s shares in connection with the Merger. If a holder of record is submitting a demand with respect to shares owned of record in a fiduciary or representative capacity, such as by a trustee, guardian or custodian, such demand must be executed by or on behalf of the record owner in such capacity, and if the shares are owned of record by more than one person, as in a joint tenancy and tenancy in common, the demand should be executed by or on behalf of all joint owners. An authorized agent, including an authorized agent for two or more joint owners, may execute a demand for appraisal on behalf of a holder of record; however, the agent must identify the record owner or owners and expressly disclose that, in executing the demand, the agent is acting as agent for the record owner or owners. A holder of record, such as a brokerage firm, bank, trust or other nominee,

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who holds shares of Common Stock as nominee or intermediary for one or more beneficial owners may exercise appraisal rights with respect to shares of Common Stock held for one or more beneficial owners while not exercising appraisal rights for other beneficial owners. In that case, the written demand should state the number of shares of Common Stock as to which appraisal is sought. Where no number of shares of Common Stock is expressly mentioned, the demand will be presumed to cover all shares of Common Stock held in the name of the holder of record.

Beneficial Owners

A beneficial owner may, in such person’s name, demand in writing an appraisal of such beneficial owner’s shares in accordance with the procedures of subsection (d)(1) of Section 262 summarized above, provided that (i) such beneficial owner continuously owns such shares through the Effective Time and otherwise satisfies the requirements applicable to a stockholder under the first sentence of subsection (a) of Section 262 and (ii) the demand made by such beneficial owner reasonably identifies the holder of record of the shares for which the demand is made, is accompanied by documentary evidence of such beneficial owner’s beneficial ownership of stock and a statement that such documentary evidence is a true and correct copy of what it purports to be, and provides an address at which such beneficial owner consents to receive notices given by Benefitfocus under Section 262 and to be set forth on the Verified List (defined below). Although not expressly required by Section 262, Benefitfocus reserves the right to take the position that it may require the submission of all information required of a beneficial owner under subsection (d)(3) of Section 262 with respect to any person sharing beneficial ownership of the shares for which such demand is submitted.

All written demands for appraisal pursuant to Section 262 should be mailed or delivered to: Benefitfocus, Inc., Attn: Corporate Secretary, 100 Benefitfocus Way, Charleston, South Carolina 29492. Demands for appraisal may not be submitted by electronic transmission.

Actions After Completion of the Merger

If the Merger is completed, within 10 days after the Effective Time of the Merger, the Surviving Corporation will notify each holder of Common Stock and Preferred Stock who has made a written demand for appraisal pursuant to Section 262 and who has not voted in favor of the approval and adoption of the Merger Agreement, and any beneficial owner who has properly demanded appraisal pursuant to Section 262.

At any time within 60 days after the Effective Time, any person entitled to appraisal rights who has not commenced an appraisal proceeding or joined that proceeding as a named party may withdraw such person’s demand for appraisal and accept the consideration offered pursuant to the Merger Agreement by delivering to us a written withdrawal of the demand for appraisal. Within 120 days after the effective date of the Merger, the Surviving Corporation or any person who has complied with Section 262 and is entitled to appraisal rights under Section 262, may commence an appraisal proceeding by filing a petition in the Delaware Court of Chancery, with a copy served on the Surviving Corporation in the case of a petition filed by a stockholder of record or beneficial owner, demanding a determination of the fair value of the shares held by all our stockholders entitled to appraisal. The Surviving Corporation is under no obligation, and has no present intention, to file a petition, and no person should assume that the Surviving Corporation will file a petition or initiate any negotiations with respect to the fair value of the shares of the Common Stock or Preferred Stock. Accordingly, any stockholders or beneficial owners who desire to have their shares appraised should initiate all necessary action to perfect their appraisal rights in respect of their shares of Common Stock or Preferred Stock within the time and in the manner prescribed in Section 262. The failure of a record holder or beneficial owner of shares of Common Stock or Preferred Stock to file such a petition within the period specified in Section 262 could result in the loss of appraisal rights.

Within 120 days after the Effective Time of the Merger, any person who has complied with the requirements for exercise of appraisal rights will be entitled, upon written request, to receive from the Surviving

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Corporation a statement setting forth the aggregate number of shares not voted in favor of the approval and adoption of the Merger Agreement and with respect to which we have received demands for appraisal, and the aggregate number of stockholders or beneficial owners holding or owning such shares (provided that, where a beneficial owner makes a demand on his, her or its own behalf, the record holder of such shares will not be considered a separate stockholder holding such shares for purposes of such aggregate number). The Surviving Corporation must give this statement to the requesting stockholder or beneficial owner within 10 days after receipt of the written request for such a statement or within 10 days after the expiration of the period for delivery of demands for appraisal, whichever is later.

If a petition for an appraisal is duly filed by a record holder of shares of Common Stock or Preferred Stock or a beneficial owner and a copy thereof is served upon the Surviving Corporation, the Surviving Corporation will then be obligated within 20 days after such service to file with the Delaware Register in Chancery a duly verified list (which we refer to as the “Verified List”) containing the names and addresses of all persons who have demanded appraisal for their shares and with whom agreements as to the value of their shares have not been reached. Upon the filing of any such petition, the Delaware Court of Chancery may order that notice of the time and place fixed for the hearing on the petition be mailed to the Surviving Corporation and all of the stockholders shown on the Verified List at the addresses stated therein. The forms of the notices by mail and by publication will be approved by the Delaware Court of Chancery, and the costs of these notices will be borne by the Surviving Corporation.

After providing notice to the stockholders as required by the court, the Delaware Court of Chancery is empowered to conduct a hearing on the petition to determine those persons who have complied with Section 262 and who have become entitled to appraisal rights thereunder. The Delaware Court of Chancery may require the persons who demanded appraisal of their shares to submit their stock certificates to the Delaware Register in Chancery for notation thereon of the pendency of the appraisal proceedings, and if any person fails to comply with that direction, the Delaware Court of Chancery may dismiss the proceedings as to such person.

In addition, assuming the Common Stock remained listed on a national securities exchange immediately prior to the Effective Time of the Merger, the Delaware Court of Chancery will dismiss the appraisal proceedings as to all our stockholders who assert appraisal rights unless one of the Minimum Conditions is met.

Determination of Fair Value

After determining the persons entitled to appraisal, the Delaware Court of Chancery will determine the “fair value” of the shares of the Common Stock and Preferred Stock subject to appraisal, exclusive of any element of value arising from the accomplishment or expectation of the Merger, together with interest, if any, to be paid upon the amount determined to be the fair value (subject, in the case of interest payments, to any voluntary cash payments made by the Surviving Corporation pursuant to subsection (h) of Section 262 that have the effect of limiting the sum on which interest accrues as described above).

In determining fair value, the Delaware Court of Chancery will take into account all relevant factors. In Weinberger v. UOP, Inc., the Supreme Court of Delaware discussed the factors that could be considered in determining fair value in an appraisal proceeding, stating that “proof of value by any techniques or methods which are generally considered acceptable in the financial community and otherwise admissible in court” should be considered, and that “[f]air price obviously requires consideration of all relevant factors involving the value of a company.” The Delaware Supreme Court stated that, in making this determination of fair value, the court must consider market value, asset value, dividends, earnings prospects, the nature of the enterprise and any other facts that could be ascertained as of the date of the merger that throw any light on future prospects of the merged corporation. Section 262 provides that fair value is to be “exclusive of any element of value arising from the accomplishment or expectation of the merger.” In Cede & Co. v. Technicolor, Inc., the Delaware Supreme Court stated that such exclusion is a “narrow exclusion [that] does not encompass known elements of value,” but which rather applies only to the speculative elements of value arising from such accomplishment or expectation. In

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Weinberger, the Supreme Court of Delaware also stated that “elements of future value, including the nature of the enterprise, which are known or susceptible of proof as of the date of the merger and not the product of speculation, may be considered.”

Persons considering seeking appraisal should be aware that the fair value of their shares of Common Stock or Preferred Stock as so determined by the Delaware Court of Chancery could be more than, the same as or less than the merger consideration they would receive pursuant to the Merger if they did not seek appraisal of their shares of Common Stock or Preferred Stock and that an opinion of an investment banking firm as to the fairness from a financial point of view of the consideration offered pursuant to the Merger Agreement is not an opinion as to, and might not in any manner address, “fair value” under Section 262. Although we believe that the consideration offered pursuant to the Merger Agreement is fair, no representation is made as to the outcome of the appraisal of fair value as determined by the Delaware Court of Chancery, and persons considering exercising appraisal rights should recognize that such an appraisal could result in a determination of a value higher or lower than, or the same as, the consideration offered pursuant to the Merger Agreement. Neither Benefitfocus nor Voya anticipates offering more than the consideration offered pursuant to the Merger Agreement to any holder of shares of Common Stock or Preferred Stock exercising appraisal rights, and Benefitfocus and Voya each reserve the right to make a voluntary cash payment pursuant to subsection (h) of Section 262 and to assert, in any appraisal proceeding, that for purposes of Section 262, the “fair value” of a share of Common Stock or Preferred Stock is less than the merger consideration offered pursuant to the Merger Agreement. If a demand for appraisal is duly withdrawn, a petition for appraisal is not timely filed, neither of the Minimum Conditions is met (assuming our Common Stock remained listed on a national securities exchange immediately prior to the Effective Time of the Merger) or other requirements imposed by Section 262 to perfect and seek appraisal are not satisfied, then the right to an appraisal will cease.

Upon application by the Surviving Corporation or by any person entitled to participate in the appraisal proceeding, the Delaware Court of Chancery may, in its discretion, proceed to trial upon the appraisal prior to the final determination of the persons entitled to an appraisal. Any person whose name appears on the Verified List may participate fully in all proceedings until it is finally determined that such person is not entitled to appraisal rights under Section 262.

The Delaware Court of Chancery will direct the payment of the fair value of the shares, together with interest, if any, by the Surviving Corporation to the persons entitled thereto. Payment will be made to each such person upon such terms and conditions as the Delaware Court of Chancery may order. The Delaware Court of Chancery’s decree may be enforced as other decrees in such court may be enforced.

The costs of the appraisal proceedings (which do not include attorneys’ fees or the fees and expenses of experts) may be determined by the Delaware Court of Chancery and taxed upon the parties as the Delaware Court of Chancery deems equitable under the circumstances. Upon application of a person whose name appears on the Verified List who participated in the proceeding and incurred expenses in connection therewith, the Delaware Court of Chancery may also order that all or a portion of such expenses, including, without limitation, reasonable attorneys’ fees and the fees and expenses of experts, be charged pro rata against the value of all the shares entitled to appraisal not dismissed pursuant to subsection (k) of Section 262 or subject to such an award pursuant to a reservation of jurisdiction under Subsection (k) of Section 262. In the absence of such an order, each party bears its own expenses.

If any person who demands appraisal of his, her or its shares of Common Stock or Preferred Stock under Section 262 fails to perfect, or loses or successfully withdraws, such person’s right to appraisal, such person’s shares of Common Stock or Preferred Stock will be deemed to have been converted at the Effective Time of the Merger into the right to receive the consideration offered pursuant to the Merger Agreement, without interest. A person will fail to perfect, or effectively lose or withdraw, such person’s right to appraisal if no petition for appraisal is filed within 120 days after the Effective Time, neither of the Minimum Conditions is met (assuming our Common Stock remained listed on a national securities exchange immediately prior to the Effective Time) or

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if the person delivers to the Surviving Corporation a written withdrawal of the person’s demand for appraisal in accordance with Section 262.

From and after the Effective Time, no person who has demanded appraisal rights with respect to some or all of such person’s shares of Common Stock or Preferred Stock will be entitled to vote such shares for any purpose or to receive payment of dividends or other distributions on such shares, except dividends or other distributions payable to stockholders of record as of a time prior to the Effective Time. If no petition for an appraisal is filed, if neither of the Minimum Conditions is met (assuming our Common Stock remained listed on a national securities exchange immediately prior to the Effective Time), or if the person who has made a demand for appraisal delivers to the Surviving Corporation a written withdrawal of the demand for an appraisal in respect of some or all of such person’s shares within 60 days after the Effective Time in accordance with Section 262, then the right of such person to an appraisal of such shares will cease. Once a petition for appraisal is filed with the Delaware Court of Chancery, however, no appraisal proceeding will be dismissed as to any person without the approval of the Delaware Court of Chancery and such approval may be conditioned upon such terms as the Delaware Court of Chancery deems just, including without limitation, a reservation of jurisdiction for any application to the Delaware Court of Chancery made under subsection (j) of Section 262, provided that this sentence does not affect the right of any person who has not commenced an appraisal proceeding or joined that proceeding as a named party to withdraw such person’s demand for appraisal and to accept the terms offered upon the Merger within 60 days after the Effective Time.

Failure to comply with all of the procedures set forth in Section 262 may result in the loss of a stockholder’s or beneficial owner’s statutory appraisal rights. Consequently, any stockholder or beneficial owner wishing to exercise appraisal rights is encouraged to consult legal counsel before attempting to exercise those rights.

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THE MERGER AGREEMENT

The following discussion sets forth the material provisions of the Merger Agreement, a copy of which is attached as Annex A to this proxy statement and is incorporated by reference herein. The rights and obligations of the parties to the Merger Agreement are governed by the express terms and conditions of the Merger Agreement and not by this discussion, which is summary by nature. This discussion is qualified in its entirety by reference to the complete text of the Merger Agreement. You are encouraged to read the Merger Agreement carefully and in its entirety, as well as this proxy statement and any documents incorporated by reference herein, before making any decisions regarding the Merger. Additional information can be found elsewhere in this proxy statement and in the public filings we make with the SEC, as described in the section entitled “Where You Can Find More Information,” beginning on page 134 of this proxy statement.

The representations, warranties, covenants and agreements described below and included in the Merger Agreement (i) were made or agreed upon only as of the date of the Merger Agreement or such other date or dates as may be specified in the Merger Agreement; (ii) were made solely for the benefit of the parties to the Merger Agreement; (iii) are not intended to be treated as categorical statements of fact, but rather as a way of allocating contractual risk among the parties to the Merger Agreement; (iv) are subject to important qualifications, limitations and supplemental information agreed to by Benefitfocus, Voya and Merger Sub in connection with negotiating the terms of the Merger Agreement, including (A) information in confidential disclosure schedules delivered to (x) Voya by Benefitfocus concurrently with the execution and delivery of the Merger Agreement (the “Benefitfocus Disclosure Schedule”) and (y) Benefitfocus by Voya concurrently with the execution and delivery of the Merger Agreement (the “Voya Disclosure Schedule”), which each contain information that modifies, qualifies and creates exceptions to the representations and warranties set forth in the Merger Agreement, and (B) information contained in Benefitfocus’s publicly filed SEC reports filed or furnished on or after December 31, 2019 and prior to the date of the Merger Agreement and Voya’s publicly filed SEC reports filed or furnished on or after December 31, 2019 and prior to the date of the Merger Agreement (but excluding, in each case, disclosures set forth or referenced under the captions “Risk Factors,” “Forward-Looking Statements” or any similar section); and (v) may be subject to a contractual standard of materiality different from those generally applicable to reports and documents filed with the SEC. In addition, the representations and warranties may have been included in the Merger Agreement for the purpose of allocating contractual risk between Benefitfocus, on the one hand, and Voya and Merger Sub, on the other hand, rather than to establish matters as facts, and may be subject to standards of materiality applicable to such parties that differ from those applicable to stockholders. Further, the representations and warranties were negotiated with the principal purpose of establishing the circumstances in which a party to the Merger Agreement may have the right not to consummate the Merger if the representations and warranties of the other party prove to be untrue due to a change in circumstance or otherwise (subject to materiality thresholds). Our stockholders are not generally third-party beneficiaries under the Merger Agreement and should not rely on the representations, warranties, covenants and agreements or any descriptions thereof as characterizations of the actual state of facts or condition of Benefitfocus, Voya or Merger Sub or any of their respective affiliates or businesses. Moreover, information concerning the subject matter of the representations and warranties may change after the date of the Merger Agreement. None of the representations and warranties will survive the Closing, and, therefore, they will have no legal effect under the Merger Agreement after the Effective Time. In addition, you should not rely on the covenants in the Merger Agreement as actual limitations on the respective businesses of Benefitfocus, Voya and Merger Sub because the parties may take certain actions that are either expressly permitted in the Benefitfocus Disclosure Schedule or Voya Disclosure Schedule or as otherwise consented to by the appropriate party, which consent may be given without notice to the public. The Merger Agreement is described below, and attached as Annex A to this proxy statement, only to provide you with information regarding its terms and conditions, and not to provide you with any other factual information regarding Benefitfocus, Voya, Merger Sub or their respective businesses. Accordingly, the representations, warranties, covenants and other agreements in the Merger Agreement should not be read alone, and you should read the information provided elsewhere in this proxy statement and any documents incorporated by reference herein. Additional information can be found in

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our public filings with the SEC, as described in the section entitled “Where You Can Find More Information,” beginning on page 134 of this proxy statement.

The Merger

Subject to the terms and conditions of the Merger Agreement and in accordance with the DGCL, at the Effective Time, Merger Sub will merge with and into Benefitfocus, the separate corporate existence of Merger Sub will cease, Benefitfocus will continue as the Surviving Corporation and a wholly owned subsidiary of Voya, and the separate corporate existence of Benefitfocus will continue unaffected by the Merger. The Merger will have all other applicable effects as set forth in the Merger Agreement and the relevant provisions of the DGCL.

Following the completion of the Merger, our Common Stock will be delisted from the NASDAQ, deregistered under the Exchange Act and cease to be publicly traded, as further discussed below in the section entitled “—Delisting and Deregistration,” beginning on page 115 of this proxy statement.

Closing and Effectiveness of the Merger

The Closing will take place at the offices of Sullivan & Cromwell LLP, 125 Broad Street, New York, New York 10004, at 8:00 a.m. (New York time), or by electronic exchange of deliverables and release of signatures, on the second business day following the satisfaction or, to the extent permitted by applicable law, waiver of the conditions to Closing described below under “—Closing Conditions” (other than those conditions that by their nature are to be satisfied at the Closing, but subject to the satisfaction or, to the extent permitted by law, waiver of those conditions) or at such other date, time and place (or by means of remote communication) as Benefitfocus, Voya and Merger Sub may agree in writing.

As promptly as practicable following the Closing, but on the Closing Date, Benefitfocus, Voya and Merger Sub will (i) cause a certificate of merger relating to the Merger to be duly executed and filed with the Secretary of State of the State of Delaware as provided in Section 251 of the DGCL and (ii) make all other filings or recordings required under the DGCL in connection with the filing of the certificate of merger and the Merger. The Merger will become effective at the time the certificate of merger with respect to the Merger is executed and filed with the Secretary of State of the State of Delaware or at such later date and time as Benefitfocus, Voya and Merger Sub agree in writing and specify in the certificate of merger relating to the Merger so executed and filed.

Effect of the Merger on Common Stock and Preferred Stock

Subject to the terms and conditions of the Merger Agreement, at the Effective Time, each share of Common Stock issued and outstanding immediately prior to the Effective Time (other than Excluded Shares, such shares the “Eligible Common Shares”) will be automatically converted into the right to receive the Per Share Common Stock Merger Consideration and will cease to be outstanding, will automatically be cancelled and will cease to exist, and each holder of such Eligible Common Shares will cease to have any rights with respect to such Eligible Common Shares, except the right to receive the Per Share Common Stock Merger Consideration.

Subject to the terms and conditions of the Merger Agreement, at the Effective Time, each share of Preferred Stock issued and outstanding immediately prior to the Effective Time (other than Excluded Shares, such shares the “Eligible Preferred Shares”), will be automatically converted into the right to receive the Per Share Preferred Stock Merger Consideration and will cease to be outstanding, will automatically be cancelled and will cease to exist, and each holder of Eligible Preferred Shares will cease to have any rights with respect to such Eligible Preferred Shares, except the right to receive the Per Share Preferred Stock Merger Consideration.

The Per Share Preferred Stock Merger Consideration is calculated as the amount of cash without interest, equal to the Convertible Preferred Liquidation Amount. The “Convertible Preferred Liquidation Amount” means, as calculated pursuant to Section 6(h) (Redemption of Convertible Preferred Stock upon a Change of Control) of

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the Certificate of Designations, an amount equal to the greater of (x) the sum of (1) 105% of $45.00 (the “Initial Stated Value”) of each Eligible Preferred Share at 5:00 p.m., Charleston, South Carolina time on the date fixed, pursuant to the Certificate of Designations, for the redemption of any Eligible Preferred Share by Benefitfocus pursuant to Section 6(h) (Redemption of Convertible Preferred Stock upon a Change of Control) of the Certificate of Designations (the “Change of Control Redemption Date”), in respect of the Merger plus (2) the difference between the Stated Value (as defined below) then in effect with respect to such Eligible Preferred Share and the Initial Stated Value, if any, plus (3) accumulated and unpaid Regular Dividends (as defined below) on such Eligible Preferred Share from the immediately preceding quarterly dividend payment date to, but excluding, such Change of Control Redemption Date (to the extent such accumulated and unpaid Regular Dividends are not included in the Stated Value set forth in subclause (2) above) and (y) the amount the holder of such Eligible Preferred Share would have received in respect of the number of shares of Common Stock that would be issuable upon conversion of such Eligible Preferred Shares (determined in accordance with Section 8 (Conversion) of the Certificate of Designations but without regard to Section 8(d)(ii) (Payment of Cash in Lieu of any Fractional Share of Common Stock) and Section 8(f) (Restriction on Conversions) therein), assuming such conversion occurs on the date of such payment.

“Stated Value” means an amount initially equal to $45.00 per share of Preferred Stock, as adjusted for any stock splits, stock dividends, recapitalizations or similar transactions with respect to the Preferred Stock as set forth in the Certificate of Designations and, if applicable, as adjusted pursuant thereto.

“Regular Dividends” means dividends accrued quarterly in arrears at a rate of eight percent (8.0%) per annum on the Stated Value with respect to such share deemed to be in effect commencing on the day immediately following the most recent Regular Dividend payment date, regardless of whether or not declared or funds are legally available for their payment.

Exchange Procedures

As promptly as practicable after the Effective Time, but on the Closing Date, Voya will deposit, or cause to be deposited, with a paying agent an amount in cash in immediately available funds sufficient in the aggregate to provide all funds necessary for the paying agent to make payments in respect of the Eligible Common Shares and the outstanding Company Equity Awards (the “Company Equity Payments”) (such cash, the “Exchange Fund”). Pursuant to a paying agent agreement to be entered into prior to the Closing, the paying agent will, among other things, act as the paying agent for the payment and delivery of the Per Share Common Stock Merger Consideration and the Company Equity Payments and invest the Exchange Fund, if and as directed by Voya.

At the Closing, Voya will pay to the holders of Eligible Preferred Shares to the account or accounts designated by or on behalf of such holders no later than three business days prior to the Closing Date by wire transfer of immediately available funds an amount equal to the Per Share Preferred Stock Merger Consideration.

As promptly as practicable after the Effective Time (but in no event later than three business days thereafter), Voya will cause the paying agent to mail or otherwise provide each holder of record of Eligible Common Shares that are (i) represented by a certificate or (ii) book-entry shares not held, directly or indirectly, through DTC, notice advising such holders of the effectiveness of the Merger, which notice will include (A) appropriate transmittal materials (including a customary letter of transmittal) specifying that delivery will be effected, and risk of loss and title to the certificates or such book-entry shares will pass only upon delivery of the certificates (or affidavits of loss in lieu of the certificates) or the surrender of such book-entry shares to the paying agent (which will be deemed to have been effected upon the delivery of a customary “agent’s message” with respect to such book-entry shares or such other reasonable evidence, if any, of such surrender as the paying agent may reasonably request pursuant to the terms and conditions of the paying agent agreement), as applicable (such materials to be in such form and have such other provisions as Voya and Benefitfocus may reasonably agree), and (B) instructions for effecting the surrender of the certificates (or affidavits of loss in lieu of the certificates) or such book-entry shares to the paying agent in exchange for the Per Share Common Stock Merger Consideration that such holder is entitled to receive as a result of the Merger.

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With respect to book-entry shares held, directly or indirectly, through DTC, Benefitfocus and Voya will cooperate to establish procedures with the paying agent, DTC, DTC’s nominees and such other necessary or desirable third-party intermediaries to ensure that the paying agent will transmit to DTC or its nominees as promptly as practicable after the Effective Time, upon surrender of Eligible Common Shares held of record by DTC or its nominees in accordance with DTC’s customary surrender procedures and such other procedures as agreed by Benefitfocus and Voya, the paying agent, DTC, DTC’s nominees and such other necessary or desirable third-party intermediaries, the Per Share Common Stock Merger Consideration which the beneficial owners thereof are entitled to receive as a result of the Merger.

Upon surrender to the paying agent of Eligible Common Shares that (i) are represented by a certificate, by physical surrender of such certificate (or affidavits of loss in lieu of the certificate) together with the letter of transmittal, duly completed and executed, and such other documents as may be reasonably required by the paying agent, (ii) are book-entry shares not held through DTC, by book-receipt of an “agent’s message” by the paying agent in connection with the surrender of book-entry shares (or such other reasonable evidence, if any, of surrender with respect to such book-entry shares, as the paying agent may reasonably request pursuant to the terms and conditions of the paying agent agreement), in each case of the foregoing clauses (i) and (ii), pursuant to such materials and instructions as contemplated by the third paragraph of this section entitled “Exchange Procedures,” and (iii) are book-entry shares held, directly or indirectly, through DTC, in accordance with DTC’s customary surrender procedures and such other procedures as agreed by Benefitfocus, Voya, the paying agent, DTC, DTC’s nominees and such other necessary or desirable third-party intermediaries, the holder of the Eligible Common Shares represented by such certificate or book-entry shares will be entitled to receive in exchange therefor, and Voya will cause the paying agent to pay and deliver, out of the Exchange Fund, as promptly as practicable to such holders, an amount in cash in immediately available funds (after giving effect to any required tax withholdings) equal to the product obtained by multiplying (A) the number of Eligible Common Shares represented by such certificates (or affidavits of loss in lieu of the certificates) or such book-entry shares by (B) the Per Share Common Stock Merger Consideration, and each certificate so surrendered will forthwith be cancelled.

In the event of a transfer of ownership of any Eligible Common Shares represented by a certificate that is not registered in the stock transfer books or ledger of Benefitfocus or if the consideration payable is to be paid in a name other than that in which the certificate or certificates surrendered or transferred in exchange therefor are registered in Benefitfocus’s stock transfer books or ledger, a check for any cash to be exchanged upon due surrender of any such certificate or certificates may be issued by the paying agent to such a transferee if the certificate or certificates is or are (as applicable) properly endorsed and otherwise in proper form for surrender and presented to the paying agent, accompanied by all documents required to evidence and effect such transfer and to evidence that any applicable transfer taxes have been paid or are not applicable, in each case, in form and substance, reasonably satisfactory to Voya and the paying agent. Payment of the Per Share Common Stock Merger Consideration with respect to book-entry shares will only be made to the person or entity in whose name such book-entry shares are registered in the stock transfer books or ledger of Benefitfocus.

No interest will be paid or accrued for the benefit of any holder of Eligible Common Shares on any amount payable upon the surrender of any Eligible Common Shares.

From and after the Effective Time, Benefitfocus’s stock transfer books or ledger will be closed, and thereafter there will be no transfers of shares on the stock transfer books or ledger of Benefitfocus. The Per Share Merger Consideration paid in accordance with the terms of the Merger Agreement will be deemed to have been paid in full satisfaction of all rights pertaining to any Eligible Common Shares and Eligible Preferred Shares. If, after the Effective Time, any certificate or acceptable evidence of a book-entry share formerly representing an Eligible Common Share or Eligible Preferred Share is presented to the Surviving Corporation, Voya or the paying agent for transfer, it will be cancelled and exchanged for the cash amount in immediately available funds to which the holder thereof is entitled to receive as a result of the Merger.

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Any portion of the Exchange Fund (including any interest and other income resulting from any investments of the Exchange Fund (if any)) that remains unclaimed by the holders of Eligible Common Shares 360 days after the Closing Date will be delivered to Voya or the Surviving Corporation, as determined by Voya. After such time, any holder of Eligible Common Shares who has not complied with the procedures, materials and instructions contemplated by the Merger Agreement and any holder of Company Equity Awards who has not received the applicable Company Equity Payment to be paid by the paying agent pursuant to the terms of the Merger Agreement may look only to the Surviving Corporation as a general creditor for such payments (after giving effect to any required tax withholdings) in respect of their Eligible Common Shares and/or Company Equity Payments. None of the Surviving Corporation, Voya, the paying agent or any other person or entity will be liable to any former holder of shares of Common Stock or Company Equity Awards for any amount properly delivered to a public official pursuant to applicable abandoned property, escheat or similar laws.

In the event any certificate has been lost, stolen or destroyed, upon the making of an affidavit, in a form and substance reasonably acceptable to the paying agent, of that fact by the person or entity claiming such certificate to be lost, stolen or destroyed and, if required by Voya and/or the paying agent pursuant to the paying agent agreement or otherwise, the posting by such person or entity of a bond in customary amount and upon such terms as may be required by Voya and/or the paying agent pursuant to the paying agent agreement or otherwise as indemnity against any claim that may be made against it or the Surviving Corporation with respect to such certificate, the paying agent will, in exchange for such certificate, issue a check in the amount (after giving effect to any required tax withholdings) equal to the product obtained by multiplying (i) the number of Eligible Common Shares represented by such lost, stolen or destroyed certificate by (ii) the Per Share Common Stock Merger Consideration.

Subject to the last sentence of this paragraph, no holders of Dissenting Shares will be entitled to receive the applicable Per Share Merger Consideration with respect to the Dissenting Shares owned by such stockholder, but instead, each holder of Dissenting Shares will be entitled to receive only the payment provided by Section 262 with respect to the Dissenting Shares owned by such stockholder and at the Effective Time, such Dissenting Shares will no longer be outstanding, will automatically be cancelled and will cease to exist, and such holder of Dissenting Shares will cease to have any other rights with respect to such Dissenting Shares. Benefitfocus must give Voya (i) reasonably prompt written notice of, and copies of, any written demands for appraisal received by Benefitfocus (or written threats regarding the same), any withdrawals of such demands for appraisal and any other documents and instruments served pursuant to the DGCL and received by Benefitfocus in respect of any demand for appraisal under the DGCL and (ii) a reasonable opportunity to participate in and direct all negotiations and proceedings with respect to any demand for appraisal under the DGCL. Benefitfocus must not, except with the prior written consent of Voya, voluntarily make any payment or deposit with respect to any demands for appraisals, offer to settle or settle any such demands or approve any withdrawal of any such demands for appraisal, or agree, authorize or commit to do any of the foregoing. If any holder of Dissenting Shares waives or loses his, her or its right under Section 262 with respect to any Dissenting Shares, such Dissenting Shares will be deemed to have been converted into, and to have become exchangeable for, as of the Effective Time, the right to receive, without interest or duplication, the applicable Per Share Merger Consideration with respect to such shares of Common Stock or Preferred Stock, as applicable.

Each of Voya, the Surviving Corporation and the paying agent (and any of their respective affiliates) will be entitled to deduct and withhold from the consideration otherwise payable pursuant to the Merger Agreement to any person or entity such amounts as it is required to deduct and withhold with respect to the making of such payment under the Internal Revenue Code of 1986, as amended (the “Code”) or any other applicable tax law. To the extent that amounts are so withheld, such withheld amounts (i) will be timely remitted to the applicable governmental entity, and (ii) will be treated for all purposes of the Merger Agreement as having been paid to the person or entity in respect of which such deduction and withholding was made. Voya or the paying agent, as the case may be, will use commercially reasonable efforts to provide written notice to Benefitfocus of any anticipated deduction or withholding (excluding any withholding in respect of any amounts treated as compensation for tax purposes) prior to making such deduction or withholding. Benefitfocus, Voya and Merger

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Sub have agreed to take commercially reasonable efforts to cooperate to eliminate or reduce any such deduction or withholding.

Treatment of Company Equity Awards

At the Effective Time, Company Equity Awards outstanding immediately prior to the Effective Time will generally be subject to the following treatment:

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As promptly as practicable following the date of the Merger Agreement, but in any event prior to the Effective Time, the Company will take all actions necessary or required under the ESPP and applicable laws to ensure that (i) except for the Final Offering, no offering period will be authorized or commenced on or after the date of the Merger Agreement, (ii) the Final Offering will end on the Closing Date, (iii) each ESPP participant’s accumulated contributions under the ESPP will be returned to the participant through the payroll system of the Surviving Corporation, as soon as practicable following the Closing, and (iv) the ESPP will terminate in its entirety at the Effective Time and no further rights will be granted or exercised under the ESPP thereafter.

Representations and Warranties

Representations and Warranties of Benefitfocus

Benefitfocus’s representations and warranties relate to, among other things:

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Certain of Benefitfocus’s representations and warranties are qualified as to “materiality” or “Material Adverse Effect.” “Material Adverse Effect” means any event, change, development, circumstance, fact or effect (each, a “Change”) that, individually or in the aggregate, (i) has had, or would reasonably be expected to have, a material adverse effect on the condition (financial or otherwise), business, assets or results of operations of Benefitfocus and its subsidiaries (taken as a whole) or (ii) would, or would reasonably be expected to, prevent the ability of Benefitfocus to consummate the Merger by the Outside Date; provided, however, that none of the following, either individually or in the aggregate, will be taken into account in determining whether a Material Adverse Effect has occurred or would reasonably be expected to occur:

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Notwithstanding the foregoing, with respect to clauses (a), (b), (d) and (f) above, any such Changes will be taken into account in determining whether a “Material Adverse Effect” has occurred or would reasonably be expected to but only if and to the extent, that such Changes disproportionately affect Benefitfocus and its subsidiaries (taken as a whole) relative to other companies of similar size operating in the geographic markets in which Benefitfocus or any of its subsidiaries operate or their products and services are sold (in which case only the incremental disproportionate impact may be taken into account and then only to the extent otherwise permitted by this definition).

Representations and Warranties of Voya and Merger Sub

Voya’s and Merger Sub’s representations and warranties relate to, among other things:

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Certain of Voya’s and Merger Sub’s representations and warranties are qualified as to “materiality” or by exceptions which would not, individually or in the aggregate, reasonably be expected to prevent, materially delay or materially impair the ability of Voya or Merger Sub to consummate the transactions contemplated by the Merger Agreement.

The representations and warranties of the parties in the Merger Agreement will not survive the Closing or any termination of the Merger Agreement, as applicable; provided that, the foregoing will not relieve any party to the Merger Agreement of any liability or damages resulting from its actual fraud or knowing and intentional breach of the Merger Agreement. As used in the Merger Agreement, the phrase “knowing and intentional” means, with respect to any act or omission, the taking of a deliberate act, or omission, which act constitutes in and of itself a material breach, with the actual knowledge that the taking of, or failure to take, such act would cause or constitute or would reasonably be expected to cause or constitute a breach of the Merger Agreement.

Conduct of Business Pending the Merger

The Merger Agreement provides for certain restrictions on the conduct of Benefitfocus’s and its subsidiaries’ respective businesses during the Interim Period.

During the Interim Period (except (x) if Voya otherwise consents in writing (such consent not to be unreasonably withheld, delayed or conditioned), (y) if otherwise required, contemplated or permitted by the Merger Agreement, or if required by a governmental entity or applicable law, or (z) if set forth in the Benefitfocus Disclosure Schedule), Benefitfocus and its subsidiaries must use commercially reasonable efforts to conduct their respective businesses in the ordinary course of business in all material respects and use commercially reasonable efforts to maintain all existing relationships and goodwill with key customers, suppliers and other persons having material business relationships with Benefitfocus and its subsidiaries and keep available the services of the officers and key employees of Benefitfocus and its subsidiaries.

Without limiting the foregoing, during the Interim Period (except (x) if Voya otherwise consents in writing (such consent not to be unreasonably withheld, delayed or conditioned), (y) if otherwise required, contemplated or permitted by the Merger Agreement, or if required by a governmental entity or applicable law, or (z) if set forth in the Benefitfocus Disclosure Schedule), Benefitfocus may not, and must cause its subsidiaries not to:

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During the Interim Period, Voya may not, and must cause its subsidiaries not to, acquire or agree to acquire by merger, consolidation, tender offer, joint venture, share exchange, license, acquisition of stock, equity or assets or any other similar transaction (or series of related transactions) with seven specified competitors of Benefitfocus, or any business, division, properties or assets of any of those seven entities.

Non-Solicitation Covenants

The Merger Agreement provides that, during the Interim Period, subject to certain exceptions, Benefitfocus may not, and must cause its subsidiaries and its and their respective directors, executive officers or controlled affiliates not to, and must instruct any other representatives and other employees of Benefitfocus or any of its subsidiaries not to, directly or indirectly:

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“Acquisition Proposal” means any proposal, offer, inquiry or indication of interest relating to or providing for (a) a merger, joint venture, partnership, license, consolidation, dissolution, liquidation, tender offer, share exchange, recapitalization, reorganization, spin-off, plan of arrangement, asset purchase, business combination, acquisition or any other similar transaction (or series of related transactions) involving Benefitfocus or any of its subsidiaries by any third party, (b) any sale, exchange, transfer or other disposition of any assets or businesses of the Benefitfocus or any of its subsidiaries by any third party, (c) any other transaction involving Benefitfocus having a similar effect to those described in clauses (a) or (b), or (d) any proposal, offer, inquiry or indication of interest with respect to any such direct or indirect acquisition contemplated by the foregoing clauses (a), (b) or (c) of this definition that in the case of each of the foregoing clauses (a), (b), (c) and (d), if consummated, would result in any third party, directly or indirectly, becoming the beneficial owner of 15% or more of the: (1) total voting power or any class of equity securities of Benefitfocus or any of its subsidiaries; or (2) consolidated net revenues, net income or total assets of Benefitfocus, in each case of the foregoing clauses (1) and (2) of this definition, as of the date of such proposal, offer, inquiry or indication of interest, or acquisition, in each case other than any proposal, offer, inquiry or indication of interest made by or on behalf of Voya or any of its subsidiaries. Any material revisions to any Acquisition Proposal or Alternative Acquisition Agreement will be deemed to be a new Acquisition Proposal or Alternative Acquisition Agreement, respectively.

However, prior to the time the Requisite Company Vote is obtained, in response to an unsolicited, bona fide written Acquisition Proposal that is made after the date of the Merger Agreement did not result from a breach of the non-solicitation covenants contained in the Merger Agreement (other than a breach that is both immaterial and unintentional), Benefitfocus may:

(i) Provide non-public and other information and data concerning Benefitfocus and its subsidiaries and access to Benefitfocus and its subsidiaries’ properties, books and records in response to a request to the third party who made such an Acquisition Proposal. As promptly as practicable (but in any event within 24 hours) Benefitfocus must make available to Voya such non-public information or data concerning Benefitfocus or its subsidiaries or access that Benefitfocus provides to any such third party that was not previously made available to Voya. Prior to providing any such information or data, Benefitfocus and the third party making such Acquisition Proposal must have entered into a Permitted Confidentiality Agreement. If the third party making such Acquisition Proposal is a competitor of Benefitfocus or any of its subsidiaries, Benefitfocus must not provide any competitively sensitive non-public information to such third party in connection with any actions permitted by the non-solicitation covenants contained in the Merger Agreement. However, Benefitfocus may provide such competitively sensitive non-public information in accordance with “clean team” or other similar procedures reasonably designed to limit any material adverse effect on Benefitfocus or any of its subsidiaries of the sharing of such information; and

(ii) Engage or otherwise participate in any discussions or negotiations with any third party regarding an Acquisition Proposal.

Prior to taking any action described in clause (i) or clause (ii) above, the Board must have determined in good faith, after consultation with outside legal counsel, that, based on the information then available, (A) and after consultation with its financial advisor, that such Acquisition Proposal either constitutes a Superior Proposal (as defined below) or is reasonably likely to result in a Superior Proposal and (B) the failure to take such action as described in clause (i) or clause (ii) above would be reasonably likely to be inconsistent with the directors’ fiduciary duties under applicable law. Prior to engaging or otherwise participating in any such discussions or negotiations or furnishing any information to such third party, Benefitfocus must promptly provide Voya with written notice in accordance with the terms of the Merger Agreement.

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Notice of Acquisition Proposals

Benefitfocus must promptly (but, in any event, within 24 hours) give written notice to Voya if:

Such notice must include certain specified information, including the identity of the third party making the Acquisition Proposal, a summary of the proposals or requests, and copies of the Acquisition Proposal, if in writing. Benefitfocus must keep Voya informed on a prompt basis of the status and material terms and conditions of any such proposal and any amendments, modifications, or supplements of the proposal.

No Change of Recommendation or Alternative Acquisition Agreement

Except as permitted by the Merger Agreement, the Board may not:

In addition, except as permitted by the non-solicitation covenants contained in the Merger Agreement, and after compliance with the non-solicitation covenants (except for failures to comply which are both immaterial and unintentional) and the termination provisions contained in the Merger Agreement, the Board must not cause or permit Benefitfocus or any of its subsidiaries to enter into an Alternative Acquisition Agreement or agree, authorize or commit to do so.

Notwithstanding anything to the contrary in the Merger Agreement, prior to the time the Requisite Company Vote is obtained, if Benefitfocus has complied with the non-solicitation covenants contained in the Merger Agreement (except for failures to comply which are both immaterial and unintentional), the Board may

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However, no Change of Recommendation or action to terminate the Merger Agreement pursuant to the termination provisions contained in the Merger Agreement in order to enter into an Alternative Acquisition Agreement may be taken unless and until:

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In addition, nothing in the non-solicitation covenants contained in the Merger Agreement will prohibit Benefitfocus from (i) complying with its disclosure obligations under applicable law with regard to an Acquisition Proposal, including making any disclosure the Board has reasonably determined in good faith after consultation with outside legal counsel, that the failure to do so could be inconsistent with its fiduciary duties under applicable law, or (ii) making any “stop, look and listen” or similar communication of the type contemplated by Rule 14d-9(f) under the Exchange Act; however, in no event may Benefitfocus effect a Change of Recommendation except in compliance with the terms of the Merger Agreement.

In addition, Benefitfocus must have, and must have caused its subsidiaries and Benefitfocus’s directors, executive officers, or controlled affiliates, and must have instructed its other representatives to:

Benefitfocus has also agreed that any violation of the non-solicitation covenants contained in the Merger Agreement by any subsidiary of Benefitfocus or any of Benefitfocus’s or its subsidiaries’ respective representatives will be deemed a breach of such covenants by Benefitfocus.

Under the Merger Agreement:

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