TOMS Capital Investment Management LP (TCIM) is pressing ahead with a campaign to give Voya Financial Inc. shareholders a chance to express no confidence in the company’s board and management, rejecting Voya’s characterization of the effort as “manipulative and deceptive.”
TCIM, which manages funds representing an approximately 4.5 percent beneficial ownership in Voya, said Aug. 10 that it will continue efforts to put the non-binding resolution before shareholders.
The firm said its goal is to push Voya’s board to review strategic alternatives and engage with interested parties.
“As we have consistently stated, we view Voya as one of the most compelling and undervalued franchises in financial services,” according to TCIM. “Its talented employees and impressive clients are second to none in the industry, and as one of the company’s largest shareholders, our interests are aligned with what is best for Voya.”
The dispute began publicly escalating after TCIM filed preliminary proxy materials Aug. 6 seeking to let shareholders vote on a resolution stating that they “no longer continue to have confidence in the Board of Directors and management of Voya Financial Inc.”
In an open Aug. 6 letter to shareholders — signed by Benjamin Pass, co-founder and CIO of TCIM, and Akash Bagaria, a TCIM principal — the executives cited what they described as strategic missteps, including Voya’s acquisition of Benefitfocus, recurring losses in its stop-loss business, and inconsistent execution against company targets.
They also pointed to disappointing second-quarter 2026 results reported earlier in the week by Voya that they wrote reinforced their concerns.
Voya’s leadership has had more than three years to turn around the business but has not presented a credible plan to create value, and it called for the board to publicly announce a strategic alternatives review and engage with potential partners, they wrote.
Voya responded Aug. 7, saying TCIM’s public letter and purported proxy filing describe “a fictitious shareholder meeting in a manner and format that is liable to confuse and deceive our investors.”
“Voya has serious concerns regarding TCIM’s conduct in this matter,” Voya said in its statement. “TCIM’s materials contain inaccurate and misleading statements and reproduce media reports that contain false information about the company.”
Additionally, Voya said there is no upcoming shareholder meeting and no matters currently for shareholders to vote on or for which proxies could be solicited.
The company also noted that it held its annual shareholder meeting in May, saying Voya “has provided the voting results from that meeting in its Current Report on Form 8-K, filed with the SEC on May 21, 2026.”
“Voya considers TCIM’s actions to be manipulative and deceptive,” the company said, adding that it is seeking regulatory intervention to protect shareholders and mitigate what it called potential adverse effects on employees and customers.
TCIM disputed those claims Monday.
“The reality is that our efforts are the opposite of ‘manipulative,’” the firm said in a statement, pointing to its preliminary proxy statement as a way for shareholders to become informed about the campaign.
“Finally, the idea that shareholders cannot communicate with each other, simply to express their views, defies logic and strikes at the very heart of corporate democracy,” TCIM said, adding that it would continue its efforts before Voya’s window for director nominations opens in January 2027.
“We want to be crystal clear: we will not be deterred from taking all necessary steps to permit shareholders to express their views prior to the company’s window for director nominations opening in January,” said the firm.
In its Aug. 6 open letter to shareholders, TCIM’s Pass and Bagaria criticized Voya’s executive compensation and what they called a disconnect between management pay and company performance.
For example, saying “executive compensation is divorced from reality,” they pointed to CEO and director Heather Lavallee receiving more than $16.2 million in total compensation in 2025, while CFO Michael Katz and Workplace Solutions Group CEO Jay Kaduson each received more than $7.5 million.
The TCIM execs also wrote that while Voya is a logical partner for multiple potential buyers, the company has not engaged.
“TCIM has been approached by sell-side analysts and other buy-side investors, all conveying similar versions of the same message: Voya remains entrenched,” they wrote.
TCIM said Monday that its broader concerns center on Voya’s governance, performance, and what it considers the board’s unwillingness to consider strategic alternatives.
“Ultimately, we believe the board and management are hampering what is a great franchise with an incredible team,” said TCIM. “Voya can continue its campaign of obstruction and delay but it will not change our resolve. Shareholders — and all stakeholders — deserve answers, and we will continue to press on until the company addresses the serious matters we have raised.”