TOMS Capital Investment Management LP filed definitive additional proxy materials with the SEC on October 27, 2026, presenting its case for a no-confidence referendum against the board of Voya Financial, Inc. (NYSE:VOYA), a financial services company focused on retirement, employee benefits, and investment management.

Key Highlights

  • No-confidence campaign: TOMS Capital delivered an investor presentation on October 26, 2026, titled "Voya Financial: The Case for Voting No Confidence."
  • Beneficial ownership: As of October 25, 2026, TCIM Master Fund Ltd. held beneficial ownership of or derivative securities with economic exposure to 1,708,081 shares of Voya common stock.
  • Adviser-level exposure: As of October 25, 2026, TOMS Capital Investment Management LP, as investment adviser, may be deemed to beneficially own or have economic exposure to 4,228,000 shares of Voya common stock.
  • TCIM's stated view: TCIM characterized Voya as "a high-quality franchise trading at a discount to peers, with a clear path to unlocking value through a review of strategic alternatives."
  • Voya's market cap: According to the filing, Voya's market capitalization was approximately $8.6 billion as of October 23, 2026.
  • TCIM assets under management: The filing states TCIM manages approximately $3.8 billion in assets.
  • Voya's business: The filing describes Voya as one of the five largest defined contribution recordkeepers in the United States, with headquarters in New York, NY.

TOMS Capital's Proxy Campaign Against Voya Financial's Board

TOMS Capital Investment Management LP, a Delaware limited partnership founded in June 2018 and led by Chief Investment Officer and Co-Founder Benjamin Pass, filed definitive additional proxy materials as part of an ongoing no-confidence referendum against Voya Financial, Inc. The filing identifies TOMS Capital Investment Management LP, TCIM Management GP LLC, TCIM Master Fund Ltd., Benjamin Pass, and Akash Bagaria as the named participants in the solicitation. According to the filing, TCIM's investment strategy is described as "opportunistic global, equity/long-short with an event-driven/catalyst overlay," with offices in New York and London.

The filing states that TOMS Capital views Voya Financial as "a high-quality franchise trading at a discount to peers, with a clear path to unlocking value through a review of strategic alternatives." Voya Financial is described in the filing as a financial services company focused on retirement, employee benefits, and investment management, and as one of the five largest defined contribution recordkeepers in the country, with a market capitalization of approximately $8.6 billion as of October 23, 2026. Voya's assets under management, assets under administration, and customer counts are cited in the filing as of June 30, 2026, while employee figures are noted as of December 31, 2025, though specific totals for those items were not reproduced in the available filing text.

With respect to share ownership, as of October 25, 2026, TCIM Master Fund Ltd. held beneficial ownership of or derivative securities with economic exposure to 1,708,081 shares of Voya common stock at a par value of $0.01 per share. TOMS Capital Investment Management LP and TCIM Management GP LLC each may be deemed to beneficially own or have economic exposure to 4,228,000 shares, either directly or through derivative securities held by the persons they advise. The filing notes that any information about Voya used in the presentation was taken from publicly available sources, and the participants do not take responsibility for its accuracy or completeness.

What Was Disclosed

TOMS Capital Investment Management LP filed definitive additional proxy materials on October 27, 2026, presenting a case for a no-confidence vote against the Voya Financial board and disclosing beneficial ownership of up to 4,228,000 shares of Voya common stock as of October 25, 2026.