[DFAN14A] Voya Financial, Inc. SEC Filing
Filing Explained
The November 24 vote would express shareholders’ view, not itself enact a binding change at Voya.
TCIM and the other participants have filed definitive proxy materials seeking a shareholder vote on a resolution expressing no confidence in Voya’s board and management; the resolution is expressly non-binding.
The vote is set for
Separately, TCIM’s outside counsel sent Voya a demand to inspect books and records concerning company communications about the campaign, stating the materials were sought to investigate possible fiduciary-duty breaches by the board or management.
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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.
Item 1 Explanatory Note: On September 24, 2026, TOMS Capital Investment Management LP, a Delaware limited partnership (“TCIM”),
together with the other participants named herein (collectively the “Participants”), issued the following press release (the “Press Release”) related to Voya Financial, Inc., a Delaware corporation (the “Company”). TCIM or its fellow Participants
may disseminate the Press Release or portions thereof from time to time.
TCIM Files Definitive Proxy Materials for “No Confidence” Campaign at Voya
Sets Record and Meeting Dates in Order to Provide Shareholders Opportunity to Send Message that Voya Must Finally Commit to Reviewing Strategic Alternatives and Engaging with Interested Parties
Notes Recent Industry Commentary Reaffirming that M&A Remains Top Strategic Priority Across All Verticals of Insurance
Sends Section 220 Demand to the Company for Books and Records Pertaining to Voya’s Attempt to Muzzle Shareholders and Prevent Referendum
New York, NY (September 24, 2026) – TOMS Capital Investment Management (“TCIM”), which manages funds that together have an investment representing an approximately 4.65% economic
interest in Voya Financial, Inc. (NYSE: VOYA) (“Voya” or the “Company”), today announced that it has filed definitive proxy materials with the SEC to provide shareholders the opportunity to consider and vote on a non-binding resolution. This
non-binding resolution allows shareholders to convey unequivocally that they “no longer continue to have confidence in the board of directors (the “Board”) and management of Voya Financial, Inc.”
As part of the filing, TCIM has set a record date of September 30, 2026 and a meeting date of November 24, 2026. The definitive proxy materials and more information on TCIM’s campaign can be found here: www.unlockvoya.com,
as well as at www.sec.gov.
Additionally, TCIM outside counsel Alex Spiro today sent the Company a formal demand for the inspection of books and records pursuant to Section 220 of the Delaware General Corporation Law to investigate whether the
Board and/or management breached its fiduciary duties to shareholders. TCIM is seeking materials related to the Company’s communications that were seemingly designed to mislead shareholders about the campaign and deter them from making their voices
heard. Despite having no factual support, the Company issued a press release describing TCIM’s preliminary proxy statement and communications as “inaccurate,” “misleading,” “deceptive,” and even “manipulative,” told shareholders that “there are no
matters for shareholders to vote on or for which proxies could be solicited,” and stated that it was “seeking regulatory intervention” – thereby creating the impression that TCIM was conducting a process in violation of U.S. Securities and Exchange
Commission (“SEC”) rules. In fact, TCIM has now filed definitive proxy materials, following an SEC comment process.
TCIM issued the following statement:
“Commentary from recent industry conferences reaffirms that potential acquirers – of significantly larger size and trading at significantly higher multiples than Voya – underscore M&A as a top strategic priority. A
particular focus remains on scaled platforms that are well-positioned in a rapidly expanding retirement market – a profile that very few public companies possess other than Voya.
We are pleased to proceed with the ‘no confidence’ campaign and bring our message directly to shareholders: Voya’s Board and leadership must finally stop playing games and start acting in the best interests of all
shareholders. The Board has already embarrassed itself enough by trying to convince shareholders that our campaign is illegal – only to be directly contradicted by the fact that we have filed our definitive proxy statement and are proceeding to prepare
for the referendum meeting. It is time for Voya to get serious. Rather than touting the share price increase that has unsurprisingly followed TCIM’s public involvement, the Company needs to demonstrate a willingness to genuinely engage with interested
third parties regarding value-creating opportunities.
It is time for shareholders to help unlock Voya. We look forward to reaching out to our fellow shareholders soon. In the meantime, investors can visit www.unlockvoya.com to share their views with us.”
Contacts
Media:
Longacre Square
tcim@longacresquare.com
Investors:
Okapi Partners
212-297-0720
info@okapipartners.com
Cautionary Statement Regarding Forward-Looking Statements
This communication does not constitute an offer to sell or a solicitation of an offer to buy any of the securities described herein in any state to any person. The information herein contains “forward-looking
statements”. Specific forward-looking statements can be identified by the fact that they do not relate strictly to historical or current facts and include, without limitation, words such as “may”, “will”, “could”, “would”, “should”, “anticipate”,
“estimate”, “expect”, “predict”, “seek”, “project”, “target”, “future”, “potential”, “intend”, “plan”, “assume”, “believe”, “forecast”, “look”, “build”, “focus”, “create”, “work”, “continue”, or the negative of such terms or other variations on such
terms or comparable terminology. Similarly, statements that describe the Participants’ (as defined below) objectives, plans or goals are forward-looking. These forward-looking statements are based on the Participants’ current beliefs, expectations and
assumptions and involve significant known and unknown risks and uncertainties that could cause actual results to differ materially from those expressed or implied. Forward-looking statements are subject to various risks and uncertainties and
assumptions. There can be no assurance that any idea or assumption herein is, or will be proven, correct. If one or more of such risks or uncertainties materialize, or if the Participants’ underlying assumptions prove to be incorrect, the actual
results may vary materially from outcomes indicated by these statements. Forward-looking statements should not be regarded as a representation by any of the Participants that the future plans, estimates or expectations contemplated will ever be
achieved, or otherwise. The Participants undertake no obligation to update or revise any forward-looking statements, whether as a result of new information, future events, or otherwise, except as required by law.
Participants in the Solicitation
The Participants have filed a definitive proxy statement and accompanying proxy card with the Securities and Exchange Commission (the “SEC”) to be used to solicit the views of the stockholders of Voya Financial, Inc.
(“Voya”) on the no confidence referendum. The Participants expect that the definitive proxy statement will be sent or given to stockholders of Voya on or about October 5, 2026, and will contain important information about the no confidence referendum.
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 in connection with the no confidence referendum. As of September 23, 2026, TCIM Master Fund Ltd. has beneficial ownership of or owns derivative securities with economic exposure to, 1,684,175 shares of common stock of Voya, par
value $0.01 per share. As of September 23, 2026, TOMS Capital Investment Management LP, as investment advisor, may be deemed to beneficially own shares or derivative securities with economic exposure to 4,215,400 shares of common stock of Voya, par
value $0.01 per share, owned by the persons it advises. As of September 23, 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 4,215,400 shares
of common stock of Voya, par value $0.01 per share, owned by directly or underlying derivative securities owned by the persons TOMS Capital Investment Management LP advises.
Disclaimer
Any information concerning Voya contained in this communication has been taken from, or based upon, publicly available information. Although the Participants do not have any information that would indicate that any
information contained in this communication that has been taken from such documents is inaccurate or incomplete, the Participants do not take any responsibility for the accuracy or completeness of such information.
Important Information and Where to Find It
STOCKHOLDERS OF VOYA 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 DIRECTING A REQUEST TO THE PARTICIPANTS’ PROXY SOLICITOR, OKAPI PARTNERS LLC, 1212 AVENUE OF
THE AMERICAS, 17TH FLOOR, NEW YORK, NEW YORK 10036 (SHAREHOLDERS CAN CALL TOLL-FREE: (877) 796-5274).
Item 2 Explanatory Note: Also on September 24, 2026, the Participants updated the website that was launched in connection with the solicitation of shareholders of the Company, which
is available at www.unlockvoya.com (the “Site”). Copies of the updated materials posted to the Site are filed herewith. From time to time, the Participants may refer shareholders of the Company to such materials.
