TOMS Capital (NYSE: VOYA) seeks shareholder no-confidence referendum on Voya leadership

Rhea-AI Filing Summary

TOMS Capital Investment Management and related entities filed materials to solicit support from Voya Financial, Inc. stockholders for a non-binding "no confidence" referendum on Voya’s board and management. The group states it manages funds with an investment representing approximately 4.5% beneficial ownership of Voya.

TCIM has filed a preliminary proxy statement for this referendum and plans to send a definitive proxy statement to stockholders once available. As of August 5, 2026, TCIM Master Fund Ltd. had beneficial ownership or economic exposure to 1,645,334 Voya common shares, and TOMS Capital Investment Management LP and its general partner could be deemed to have beneficial ownership or economic exposure to 4,055,700 Voya common shares through advised accounts.

Filing Explained

TCIM says it will continue taking steps to let Voya shareholders express their views before the director-nomination window opens in January, but this filing does not establish that a vote has occurred or that the proposed non-binding resolution changes Voya’s governance. A proxy proposes a matter; the shareholder vote disposes of it.

Key Figures

Approximate beneficial ownership: 4.5% TCIM Master Fund Voya exposure: 1,645,334 shares Total Voya exposure via advised accounts: 4,055,700 shares +1 more

4 metrics

Approximate beneficial ownership 4.5% TCIM-managed funds’ investment representing beneficial ownership in Voya

TCIM Master Fund Voya exposure 1,645,334 shares Beneficial ownership or economic exposure as of August 5, 2026

Total Voya exposure via advised accounts 4,055,700 shares Shares or derivative securities with economic exposure as of August 5, 2026

Form type DFAN14A Definitive additional proxy soliciting materials for no confidence referendum

Key Terms

no confidence referendum, beneficial ownership, derivative securities, proxy statement, +1 more

5 terms

no confidence referendum regulatory

"communication is being made in respect of the no confidence referendum of the stockholders"

beneficial ownership financial

"have an investment representing an approximately 4.5% beneficial ownership in Voya"

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 of common stock"

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

"filed with the Securities and Exchange Commission a preliminary 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.

proxy solicitation regulatory

"Okapi Partners is providing proxy solicitation advice to TCIM"

Proxy solicitation is the process of asking shareholders for permission to vote their shares on corporate matters, usually by sending voting forms or requests by mail, email or phone. Investors should watch proxy solicitations because they signal attempts to change control, influence board elections or approve big deals — like neighbors organizing votes on a shared building project — and the outcome can materially affect a company’s strategy and stock value.

Compensation Summary

Compensation details

Key Proposals

• Non-binding no confidence referendum on Voya Financial, Inc. board and management

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Available on EDGAR 08/10/2026 - 04:06 PM Accepted by SEC EDGAR 08/10/2026 - 04:05 PM Learn about SEC filing dates

FAQ

What is TCIM seeking with its no confidence referendum at Voya Financial (VOYA)?

TCIM is soliciting support for a non-binding no confidence referendum on Voya’s board and management. The referendum is advisory but intended to gather stockholder views on current leadership. Details are described in TCIM’s preliminary proxy statement.

How large is TOMS Capital Investment Management’s stake in Voya Financial (VOYA)?

TCIM states it manages funds representing approximately 4.5% beneficial ownership in Voya Financial. This includes direct shareholdings and derivative securities providing economic exposure to Voya common stock through advised accounts.

What Voya Financial (VOYA) share positions are disclosed for TCIM Master Fund Ltd.?

As of August 5, 2026, TCIM Master Fund Ltd. had beneficial ownership of or owned derivative securities with economic exposure to 1,645,334 Voya common shares. This position forms part of TCIM’s overall economic interest in Voya.

What is the total Voya Financial (VOYA) exposure TCIM may be deemed to own?

As of August 5, 2026, TOMS Capital Investment Management LP and its general partner may be deemed to beneficially own or have economic exposure to 4,055,700 Voya common shares through persons it advises, including shares underlying derivative securities.

Where can Voya Financial (VOYA) investors find TCIM’s proxy materials for the referendum?

Investors can access TCIM’s preliminary and future definitive proxy materials on the SEC’s website, at TCIM’s campaign site www.unlockvoya.com, or by written request to TOMS Capital Investment Management LP at its New York address.

Who are the participants in TCIM’s solicitation regarding Voya Financial (VOYA)?

The participants include TOMS Capital Investment Management LP, TCIM Master Fund Ltd., TCIM Management GP LLC, Benjamin Pass, and Akash Bagaria. Their interests and exposures will be detailed in the definitive proxy statement.

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.

On August 10, 2026, TOMS Capital Investment Management LP issued the following press release:

_____________________________________________________________________________________

TCIM Comments on Voya’s Efforts to Prevent Shareholder Voices from Being Heard

Company’s Recent Response to TCIM’s Non-Binding No Confidence Campaign is Latest Example of Board and Management Failing to Act in Shareholders’ Best Interests

New York, NY (August 10, 2026) – TOMS Capital Investment Management (“TCIM”) manages funds that together have an investment representing an approximately 4.5% beneficial ownership in Voya Financial, Inc. (NYSE: VOYA) (“Voya” or the “Company”). TCIM today commented on Voya’s August 7 press release regarding TCIM’s launch of a campaign to allow shareholders to vote on a non-binding resolution, stating that they no longer have confidence in the Board of Directors (the “Board”) and management of Voya Financial, Inc., and sending a clear message that the Board should commit to review strategic alternatives and engage with interested parties.

TCIM issued the following statement:

“As we have consistently stated, we view Voya as one of the most compelling and undervalued franchises in financial services. Its talented employees and impressive clients are second to none in the industry, and as one of the Company’s largest shareholders, our interests are aligned with what is best for Voya.

This is why the serious concerns we have raised over the past five months – both privately and publicly – have been directed at Voya’s Board and management and focused on the Company’s governance, underperformance and apparent refusal to act in the best interests of its shareholders by genuinely considering logical strategic options. Voya’s leadership has consistently failed to meaningfully engage with us around the issues we have raised – much less provide convincing answers publicly.

It is extraordinarily telling that Voya’s first substantive response comes almost 100 days after our initial public communication¹ and indicates that the Company plans to pursue regulatory intervention to prevent shareholders from making their voices heard. The reality is that our efforts are the opposite of “manipulative.” We filed a comprehensive preliminary proxy statement detailing our attempted engagement and what our campaign is about so shareholders can be fully informed. Finally, the idea that shareholders cannot communicate with each other, simply to express their views, defies logic and strikes at the very heart of corporate democracy.

We want to be crystal clear: we will not be deterred from taking all necessary steps to permit shareholders to express their views prior to the Company’s window for director nominations opening in January. Voya can continue its campaign of obstruction and delay but it will not change our resolve. Ultimately, we believe the Board and management are hampering what is a great franchise with an incredible team. Shareholders – and all stakeholders – deserve answers, and we will continue to press on until the Company addresses the serious matters we have raised.”

White & Case LLP is serving as legal counsel, Longacre Square Partners is serving as strategic advisor and Okapi Partners is providing proxy solicitation advice to TCIM.

¹ TCIM Issues Statement on Voya Financial

For more information on TCIM’s campaign, visit www.unlockvoya.com.

Contacts

Media:

Longacre Square

tcim@Longacresquare.com

Investors:

Okapi Partners

212-297-0720

info@okapipartners.com 

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.  On August 6, 2026, the Participants (as defined below) filed with the Securities and Exchange Commission (the “SEC”) a preliminary proxy statement and other relevant documents in connection with the no confidence referendum.  The preliminary proxy statement is not final and the definitive proxy statement, when available, 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 14^th Street, 13^th Floor, New York, NY 10014, Attention: Compliance.

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 directly by 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.