TOMS Capital Files Definitive Proxy for No Confidence Vote Against Voya Board
VOYA sits 51% above its 52-week low of $64.5.
Summary
TOMS Capital filed its definitive proxy statement for a non-binding No Confidence Referendum against Voya Financial's board and management, setting a November 24, 2026 vote and revealing a 4.65% stake. TOMS also sent a Section 220 demand to Voya for books and records to investigate whether the board or management breached fiduciary duties by allegedly misleading shareholders about the campaign, and expects the definitive proxy statement to be sent to stockholders on or about October 5, 2026.
Updated with an SEC DFAN14A filing · What changed
Updates
· SEC DFAN14A — TOMS Capital sent a Section 220 demand to Voya for books and records to investigate whether the board or management breached fiduciary duties by allegedly misleading shareholders about the campaign. TOMS also stated it expects the definitive proxy statement to be sent to stockholders on or about October 5, 2026.
· Seeking Alpha — Voya called the poll a 'straw poll' not sponsored by the company and advised shareholders not to respond, noting directors received over 98% support at the last annual meeting. Toms' counsel Quinn Emanuel sent a letter demanding to inspect Voya's books and records regarding public statements about seeking regulatory intervention.
Key Events · Corporate Governance and Compliance · VOYA
-
New · · SEC DFAN14A
Section 220 Demand Sent to Voya
TOMS Capital sent a Section 220 demand to Voya for books and records to investigate whether the board or management breached fiduciary duties by allegedly misleading shareholders about the campaign.
-
New · · SEC DFAN14A
Definitive Proxy Mailing Expected October 5
TOMS Capital expects the definitive proxy statement to be sent to stockholders on or about October 5, 2026.
-
Definitive Proxy Filed for No Confidence Vote
TOMS Capital filed its definitive proxy statement for a non-binding No Confidence Referendum against Voya's board and management, with the Referendum Meeting set for November 24, 2026 and Record Date of September 30, 2026.
-
TOMS Increases Stake to 4.65%
TOMS Capital's beneficial ownership increased to 4,215,400 shares (4.65% of class) as of September 23, 2026, up from the 4.47% previously disclosed, including 3,007,400 shares via exercisable call options.
-
Solicitation Costs Estimated at $5 Million
TOMS estimates total proxy solicitation expenditures of approximately $5,000,000, with $2,000,000 already spent, and retained Okapi Partners as proxy solicitor with a fee not to exceed $750,000.
-
Board Obstruction Alleged in Stockholder List Delay
The filing details Voya's 31-day delay in providing the stockholder list under Section 220 of Delaware law, which TOMS characterizes as board obstruction of shareholder communication.
Analysis · VOYA · Finance
Activist investor TOMS Capital has converted its preliminary No Confidence Referendum campaign into a formal definitive proxy solicitation, setting a November 24, 2026 meeting date and September 30 record date. TOMS increased its beneficial ownership to 4.65% (4,215,400 shares) and disclosed it will spend approximately $5 million on the campaign. The filing details Voya's 31-day delay in providing the stockholder list under Section 220, which TOMS frames as board obstruction. TOMS has also sent a Section 220 demand to Voya for books and records to investigate whether the board or management breached fiduciary duties by allegedly misleading shareholders about the campaign, and expects the definitive proxy statement to be sent to stockholders on or about October 5, 2026. With Voya's board having already sought regulatory intervention against the referendum, this escalation intensifies pressure on management to pursue strategic alternatives, including a potential sale, amid reported takeover interest from Principal Financial.
How filings like this one have moved
In the 30 days to Oct 3, 2026, 36.6% of the 1045 measured filings Wiseek scored 8 moved their stock by 5% or more by the next session's close. The median move was -0.62%. These are measured outcomes after filings of this importance, not a forecast for this one.
Measured one observation per ticker per day, after exclusions. Current figures: Filing Impact Tracker · open dataset
At the time of this filing, VOYA was trading at $97.37 on NYSE in the Finance sector, with a market capitalization of approximately $8.8B. The 52-week trading range was $64.50 to $105.64. This filing was assessed with negative market sentiment and an importance score of 8 out of 10.