Activist TOMS Capital mails 'no confidence' proxy to Voya shareholders ahead of Nov. 24 vote

Activist investor TOMS Capital Investment Management has started mailing proxy materials asking Voya Financial shareholders to declare that they no longer have confidence in the company's board and management, setting up a Nov. 24 referendum.

The firm, known as TCIM, said in a press release filed with the SEC on Friday that the funds it manages hold an investment representing about a 4.65% economic interest in Voya.

The resolution is non-binding. It asks shareholders to state that they "no longer continue to have confidence in the board of directors" and management of Voya Financial. TCIM set a record date of Sept. 30, 2026 for the vote.

"For too long, the Board has failed to act in shareholders' best interests and must be held accountable," the firm said, adding that it got proxies to shareholders "despite the Company's best efforts to halt this process."

The activist also called on Voya's board and leadership to focus on "genuinely engaging with interested third parties around value creation opportunities."

According to the filing, TCIM as investment adviser may be deemed to beneficially own, or have economic exposure to, 4,215,400 Voya shares as of Sept. 23, 2026, including 1,684,175 shares tied to TCIM Master Fund. The participants in the solicitation include TCIM, its master fund and general partner, Benjamin Pass and Akash Bagaria.

The materials were filed by TCIM, not by Voya, and do not include a response from the company.

By the numbers

• TCIM's stated economic interest: about 4.65%
• Shares with beneficial ownership or economic exposure (TCIM, as of Sept. 23): 4,215,400
• Record date: Sept. 30, 2026
• Referendum meeting date: Nov. 24, 2026
• Vote type: non-binding resolution

Sources

1. TOMS Capital Investment Management LP et al., Schedule 14A definitive additional materials (DFAN14A) regarding Voya Financial, Inc., filed October 9, 2026, accession 0001140361-26-039265

This article is for informational and educational purposes only and is not investment advice. It is not a recommendation to buy or sell any security.

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