VOYA - Voya Financial, Inc.

What This Filing Is

This is a preliminary proxy filing (soliciting material under Rule 14a-12) submitted by TOMS Capital Investment Management LP ("TCIM"), an activist investor, seeking to provide Voya Financial, Inc. shareholders with the opportunity to vote on a non-binding "no confidence" resolution against Voya's current Board of Directors and management. This is not a contest for board seats but rather a shareholder referendum intended to pressure the Board to pursue a strategic alternatives review.

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Background

Voya Financial, Inc. (NYSE: VOYA) is a financial services company trading near its 52-week high of ~$101.40, up approximately 35.8% year-to-date. TCIM first became publicly associated with the company on April 23, 2026, when media reported its activist involvement. TCIM asserts that prior to its involvement, Voya had significantly underperformed peers over a multi-year period and traded at a depressed valuation. The filing references a July 2026 media report indicating Voya received informal acquisition interest from multiple parties but chose not to act on it. Disappointing Q2 2026 results, cited in the filing, are presented as further evidence of ongoing operational difficulties.

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What the Filer Is Demanding

• Non-binding "no confidence" shareholder resolution: A vote allowing shareholders to formally express that they "no longer continue to have confidence in the Board of Directors and management of Voya Financial, Inc."
• Public announcement of a formal strategic alternatives review process by the Voya Board.
• Genuine engagement with credible, interested third parties regarding potential value-creating transactions, including potential acquirers.

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Key Arguments Made

• Sustained underperformance: From the announcement of CEO Heather Lavallee's appointment (July 7, 2022) through April 22, 2026 (the day before TCIM's involvement became public), Voya's total shareholder return was approximately +38% versus a peer median of approximately +75% — an approximately 37 percentage-point underperformance gap.
• Depressed valuation: Prior to TCIM's public involvement, Voya traded at less than 8x forward earnings, which the filer notes was below the multiple Voya commanded when it was a more capital-intensive life insurer.
• Strategic missteps cited:
  • The "ill-fated" Benefitfocus acquisition.
  • Recurring underwriting losses in the stop-loss business.
  • Inconsistent execution against stated financial targets.
  • Disappointing Q2 2026 results.
• Rebuffing potential acquirers: TCIM asserts it is "widely believed within the industry" that "neither management nor the Company's Board are seeking to transact," citing a July 16, 2026 Semafor report that Voya received informal takeover interest but did not act on it.
• Executive compensation concerns:
  • CEO Heather Lavallee earned more than $16.2 million in total compensation in 2025.
  • CFO Michael Katz and Group CEO Jay Kaduson each earned more than $7.5 million.
  • TCIM alleges the Board lowered performance targets in management's incentive plan, effectively insulating executive pay from the consequences of stop-loss underperformance.
• Analyst commentary: Quotes a TD Cowen analyst (July 2, 2026) noting that "investor concerns over VOYA's execution, long-term stock performance, valuation gap, and debatably 'low-bar' pay metrics have intensified" and that the "consolidated multiple does not appear to fully reflect VOYA's attractive businesses."
• Fiduciary duty argument: TCIM argues that the Board's alleged refusal to engage with potential acquirers constitutes a failure to fulfill its fiduciary duties under Delaware law to maximize shareholder value.
• Ownership position: TCIM states this is the first time it has felt compelled to issue a press release on any of its investments, characterizing Voya's behavior as demonstrating a "disregard for transparent shareholder communication."

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Meeting Date

Not found in filing. The filing indicates TCIM intends to file a definitive proxy statement at a future date, but no specific shareholder meeting date is stated.

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Activist Identity

TOMS Capital Investment Management LP (TCIM), along with affiliated entities TCIM Master Fund Ltd. and TCIM Management GP LLC, and individuals Benjamin Pass (Co-Founder and CIO) and Akash Bagaria (Principal).

• Stated economic interest: Approximately 4.5% of Voya Financial, Inc.
• As of August 5, 2026, TOMS Capital Investment Management LP (as investment advisor) has economic exposure to approximately 4,055,700 shares of Voya common stock; TCIM Master Fund Ltd. has beneficial ownership of or derivative exposure to 1,645,334 shares.

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Status

This is a preliminary filing (soliciting material pursuant to Rule 14a-12). No definitive proxy statement has been filed with the SEC as of the filing date. TCIM has stated it intends to file a definitive proxy statement. The campaign is at an early stage, and shareholders are directed to await the definitive proxy statement for complete information. Additional materials are available at www.unlockvoya.com.