Voya Financial faces no-confidence vote solicitation

Participants report beneficial ownership or economic exposure to Voya common stock as of October 18, 2026.

Rhea-AI Filing Summary

Voya Financial, Inc. stockholders are being solicited by TOMS Capital Investment Management LP and its fellow participants for views on a no-confidence referendum. The participants are TCIM Master Fund Ltd., TCIM Management GP LLC, Benjamin Pass and Akash Bagaria. As of October 18, 2026, TCIM Master Fund Ltd. reported beneficial ownership or derivative-security economic exposure to 1,704,181 Voya shares. TOMS, as investment adviser, and TCIM Management GP LLC, its general partner, each may be deemed to have beneficial ownership or economic exposure to 4,215,400 shares held by persons advised by TOMS.

Key Figures

TCIM Master Fund share exposure: 1,704,181 shares Shares attributed to persons advised by TOMS: 4,215,400 shares Common stock par value: $0.01 per share

3 metrics

TCIM Master Fund share exposure 1,704,181 shares Beneficial ownership or derivative securities with economic exposure, as of October 18, 2026

Shares attributed to persons advised by TOMS 4,215,400 shares TOMS and TCIM Management GP LLC may each be deemed to have beneficial ownership or economic exposure, as of October 18, 2026

Common stock par value $0.01 per share Voya common stock

Key Terms

beneficial ownership, derivative securities, economic exposure, proxy solicitation

4 terms

beneficial ownership regulatory

"may be deemed to beneficially own shares"

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"

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.

economic exposure financial

"derivative securities with economic exposure"

Economic exposure is the degree to which a company’s future cash flows and overall value can change because of shifts in broad economic forces—most commonly currency rates, interest rates, or inflation. Think of a business as a sailboat whose speed and direction can be pushed off course by changing winds; investors care because greater exposure means more uncertainty in earnings and valuation, influencing risk assessment and hedging choices.

proxy solicitation regulatory

"participants in the solicitation of proxies"

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.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

How many VOYA shares do the proxy participants report?

As of October 18, 2026, TCIM Master Fund Ltd. reported beneficial ownership or derivative securities with economic exposure to 1,704,181 shares. TOMS Capital Investment Management LP, as investment adviser, and TCIM Management GP LLC, as its general partner, each may be deemed to have beneficial ownership or economic exposure to 4,215,400 shares owned by persons TOMS advises.

What materials did the participants furnish for the VOYA referendum?

The participants furnished a definitive proxy statement and accompanying proxy card to some or all Voya stockholders entitled to vote on the referendum.

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

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Available on EDGAR 10/19/2026 - 05:21 PM EDT Accepted by SEC EDGAR 10/19/2026 - 05:20 PM EDT Learn about SEC filing dates

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 October 19, 2026, TOMS Capital Investment Management LP, a Delaware limited partnership (“TCIM”), together with the other participants named herein (collectively the “Participants”), made the following communication (the “Communication”) to the stockholders of Voya Financial, Inc., a Delaware corporation (the “Company”), regarding how to vote on the no confidence referendum. TCIM or its fellow Participants may disseminate the Communication or portions thereof from time to time, including, without limitation, by posting such materials to its website at www.unlockvoya.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 (as may be amended or supplemented from time to time, the “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 have furnished the Definitive Proxy Statement and accompanying proxy card to some or all of the stockholders of Voya entitled to vote at the referendum meeting. The Definitive Proxy Statement contains 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 October 18, 2026, TCIM Master Fund Ltd. has beneficial ownership of or owns derivative securities with economic exposure to, 1,704,181 shares of common stock of Voya, par value $0.01 per share.  As of October 18, 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 October 18, 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: (844) 343-2621.