Voya Financial (VOYA) Proxy filing summary

Executive summary

• A group of shareholders led by TOMS Capital Investment Management LP is soliciting proxies for a non-binding No Confidence Referendum targeting the board and management, citing persistent underperformance and lack of strategic action.

• The Referendum Meeting is scheduled for November 24, 2026, and will be held virtually, with all shareholders of record as of September 30, 2026, eligible to vote.

• The referendum is not sanctioned by the company, is non-binding, and aims to send a strong message urging the board to review all strategic alternatives, including a potential sale.

• TCIM and affiliates collectively own a significant stake in the company and have engaged in extensive communications with management and the board, expressing dissatisfaction and urging action.

• The solicitation process is being managed by Okapi Partners, with estimated total expenditures of $5 million for the campaign.

Voting matters and shareholder proposals

• The sole matter for vote is the No Confidence Referendum, which states that shareholders no longer have confidence in the board and management.

• The referendum is precatory and will have no binding legal effect, but results will be shared with the board and made public.

• Abstentions will be counted as votes against the referendum.

• Shareholders can vote by mail, telephone, or internet, and proxies are revocable at any time before the meeting.

• Procedures for submitting proposals and director nominations for the 2027 annual meeting are outlined, including deadlines and eligibility requirements.

Board of directors and corporate governance

• The board, led by Non-Executive Chairperson Ms. Gillis, is criticized for lack of independent oversight and for supporting management's indecisive strategy.

• TCIM claims the board has failed to challenge management or act in response to persistent underperformance and market undervaluation.

• The board and management are accused of not engaging meaningfully with major shareholders or considering strategic alternatives.