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TOMS Capital challenges Voya Financial (VOYA) with no-confidence referendum push

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
DFAN14A

Rhea-AI Filing Summary

TOMS Capital Investment Management and related entities are organizing a non-binding no confidence referendum among Voya Financial, Inc. stockholders. They plan to solicit proxies and distribute a definitive proxy statement outlining the proposal, which stockholders will be able to access for free online or by mail. The materials will describe the participants and their interests in the referendum. As of August 5, 2026, TCIM Master Fund Ltd. held or had economic exposure to 1,645,334 Voya common shares, while TOMS Capital Investment Management LP and its general partner TCIM Management GP LLC may be deemed to have beneficial ownership or economic exposure to 4,055,700 Voya common shares through advised accounts.

Positive

  • None.

Negative

  • None.
TCIM Master Fund exposure 1,645,334 shares Beneficial ownership or economic exposure to Voya common stock as of August 5, 2026
TOMS Capital advised exposure 4,055,700 shares Shares or derivative securities with economic exposure to Voya common stock as of August 5, 2026
Par value per share $0.01 per share Par value of Voya Financial, Inc. common stock referenced in ownership disclosures
Reference date August 5, 2026 Date as of which all stated ownership and economic exposure figures are measured
no confidence referendum regulatory
"the no confidence referendum of the stockholders of Voya Financial, Inc."
beneficial ownership financial
"has beneficial ownership of or owns derivative securities with economic exposure"
Beneficial ownership means the person or entity that actually enjoys the benefits of owning shares or other assets — such as receiving dividends, voting rights, or price gains — even if the legal title is held in another name. For investors it matters because knowing who truly controls and profits from a company reveals who can influence decisions, exposes potential conflicts of interest or hidden concentration of power, and affects transparency and risk in the stock.
derivative securities financial
"owns derivative securities with economic exposure to 1,645,334 shares"
Financial contracts whose value is tied to the price or performance of another asset, such as a stock, bond, commodity, index, or currency; examples include options, futures and swaps. They matter to investors because they let you protect against price swings, bet on future moves or gain larger exposure with less upfront cash—like using a lever or insurance policy on an investment—so they can amplify gains and losses and help manage portfolio risk.
proxy statement regulatory
"expect to file with the Securities and Exchange Commission a proxy statement"
A proxy statement is a document companies send to shareholders ahead of a meeting that lays out the items up for a vote—like who will sit on the board, executive pay, and major corporate decisions—and provides background so shareholders can decide how to cast their votes or appoint someone to vote for them. Think of it as an agenda plus a ballot and briefing notes, important because the outcomes can change control, strategy, and value.
participants in the solicitation regulatory
"are participants in the solicitation of proxies from the stockholders"
People or firms who actively seek to influence shareholders’ choices in a corporate action—such as a vote, merger, proxy contest, or tender offer. This can include company insiders, advisers, bankers, lawyers and professional solicitors who contact investors to persuade them. Investors care because knowing who is doing the persuading reveals potential conflicts, resources and credibility behind the campaign, much like checking who is organizing a political campaign before accepting its message.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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FAQ

What is the purpose of the TOMS Capital no confidence referendum at VOYA?
The referendum seeks to gauge stockholder sentiment on Voya Financial, Inc. TOMS Capital and affiliates will solicit proxies so investors can formally express their views through a non-binding no confidence vote.

Who is leading the no confidence campaign involving Voya Financial (VOYA)?
The campaign is led by TOMS Capital Investment Management LP with TCIM Master Fund Ltd., TCIM Management GP LLC, Benjamin Pass, and Akash Bagaria participating as a group in the proxy solicitation.

How many Voya Financial (VOYA) shares are involved with TCIM Master Fund?
As of August 5, 2026, TCIM Master Fund Ltd. had beneficial ownership of or economic exposure to 1,645,334 Voya Financial common shares through stock and derivative positions.

What is TOMS Capital’s total economic exposure to Voya Financial (VOYA) shares?
As of August 5, 2026, TOMS Capital Investment Management LP may be deemed to have beneficial ownership or economic exposure to 4,055,700 Voya Financial common shares through accounts it advises.

Where can VOYA stockholders access the no confidence referendum proxy materials?
Stockholders can access proxy materials for free at www.sec.gov, via TOMS Capital’s website www.unlockvoya.com, or by written request to TOMS Capital’s New York office once available.

Will Voya Financial (VOYA) investors be asked to read specific documents?
Investors are urged to read the definitive proxy statement and all related materials in full when available, because these documents will contain important information about the no confidence referendum.
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:

☐  Preliminary Proxy Statement

☐  Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

☐  Definitive Proxy Statement

☐  Definitive Additional Materials

☒  Soliciting Material Pursuant to §240.14a-12

Voya Financial, Inc.
(Name of Registrant as Specified In Its Charter)

TOMS Capital Investment Management LP
TCIM Management GP LLC
TCIM Master Fund Ltd.
Benjamin Pass
Akash Bagaria
(Name of Person(s) Filing Proxy Statement, if Other Than The Registrant)

Payment of Filing Fee (Check the appropriate box):

☒  No fee required.

☐  Fee paid previously with preliminary materials.

☐  Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.

 
The following are screenshots of the website regarding the No Confidence Referendum:




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Important Information and Where to Find It
This communication is being made in respect of the no confidence referendum of the stockholders of Voya Financial, Inc.  TOMS Capital Investment Management LP intends to solicit the views of the stockholders of Voya Financial, Inc. on the no confidence referendum.  The Participants (as defined below) expect to file with the Securities and Exchange Commission (the “SEC”) a proxy statement and other relevant documents in connection with the no confidence referendum.  The definitive proxy statement will be sent or given to the stockholders of Voya Financial, Inc. and will contain important information about the no confidence referendum.  INVESTORS OF VOYA FINANCIAL, INC. ARE URGED TO READ THE DEFINITIVE PROXY STATEMENT AND OTHER RELEVANT MATERIALS CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE NO CONFIDENCE REFERENDUM.  Stockholders may obtain a free copy of these materials (when they are available) and other documents filed by the Participants with the SEC at the SEC’s website at www.sec.gov or at TOMS Capital Investment Management LP’s website for the no confidence referendum at www.unlockvoya.com.  Further, stockholders may obtain a free copy of these materials (when they are available) by sending a written request to TOMS Capital Investment Management LP at 450 West 14th Street, 13th Floor, New York, NY 10014, Attention: Compliance.
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Participants in the Solicitation
TOMS Capital Investment Management LP, TCIM Master Fund Ltd., TCIM Management GP LLC, Benjamin Pass, and Akash Bagaria (collectively, the “Participants”) are participants in the solicitation of proxies from the stockholders of Voya Financial, Inc. in connection with the no confidence referendum.  As of August 5, 2026, TCIM Master Fund Ltd. has beneficial ownership of or owns derivative securities with economic exposure to 1,645,334 shares of common stock of Voya Financial, Inc., par value $0.01 per share.  As of August 5, 2026, TOMS Capital Investment Management LP, as investment advisor, may be deemed to beneficially own shares or derivative securities with economic exposure to 4,055,700 shares of common stock of Voya Financial, Inc., par value $0.01 per share, owned by the persons it advises.  As of August 5, 2026, TCIM Management GP LLC, as the general partner of TOMS Capital Investment Management LP, may be deemed to beneficially own or have economic exposure to 4,055,700 shares of common stock of Voya Financial, Inc., par value $0.01 per share, owned by directly or underlying derivative securities owned by the persons TOMS Capital Investment Management LP advises.
Additional information regarding the Participants and the direct or indirect interests they may have in the no confidence referendum will be set forth in the definitive proxy statement when and if it is filed with the SEC in connection with the no confidence referendum.

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Source: View Original Filing on SEC EDGAR