1 ballot item · contested.
Shareholders are being asked to vote on a non-binding resolution expressing no confidence in Voya Financial’s board of directors and management.
A non-binding shareholder resolution expressing that shareholders no longer continue to have confidence in Voya Financial’s board of directors and management, in connection with a campaign urging the Company to review strategic alternatives and engage with interested parties.
The proposal asks shareholders to express, on a non-binding basis, that they no longer have confidence in Voya Financial’s board and management. It is advanced by TOMS Capital Investment Management and its named affiliated participants as part of a “no confidence” campaign. The proponent’s central argument is that Voya has not adequately pursued or engaged with interested parties regarding potentially value-creating strategic alternatives. The campaign points to recent insurance-industry commentary describing M&A as a continuing strategic priority and characterizes Voya as a scarce scaled platform in the growing retirement market. The proponent specifically seeks to pressure the board and leadership to stop resisting the campaign and to engage genuinely with potential counterparties. The filing also criticizes Voya’s prior public statements allegedly portraying the campaign as unlawful or misleading, although it does not include the Company’s full response or opposition statement. No management voting recommendation is stated in the provided materials, so the recommendation is recorded as none rather than inferred. The referendum is scheduled after a September 30, 2026 record date and a November 24, 2026 meeting date, and the Participants say definitive materials are expected to be distributed around October 5, 2026. The proposal’s practical effect is advisory and reputational rather than directly requiring a transaction, board change, or strategic review, but its purpose is to create shareholder pressure for a change in the Company’s approach to strategic alternatives.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | PRICE T ROWE ASSOCIATES INC /MD/ | 7.40% | 6,702,703 | $607M |
| 2 | BlackRock, Inc. | 5.73% | 5,190,995 | $470M |
| 3 | VANGUARD PORTFOLIO MANAGEMENT LLC | 5.42% | 4,908,288 | $444M |
| 4 | VANGUARD CAPITAL MANAGEMENT LLC | 4.52% | 4,094,608 | $371M |
| 5 | KELLY FINANCIAL GROUP LLC | 4.50% | 4,077,462 | $4M |
| 6 | PZENA INVESTMENT MANAGEMENT LLC | 3.79% | 3,432,310 | $311M |
| 7 | STATE STREET CORP | 3.54% | 3,207,921 | $290M |
| 8 | BlackRock, Inc. | 3.24% | 2,931,800 | $265M |
| 9 | WELLINGTON MANAGEMENT GROUP LLP | 3.07% | 2,779,073 | $252M |
| 10 | DIMENSIONAL FUND ADVISORS LP | 2.85% | 2,583,684 | $234M |
The opinions and information contained herein have been obtained or derived from sources believed to be reliable, but Boardroom Alpha cannot guarantee its accuracy and completeness, and that of the opinions based thereon.
This report contains opinions and is provided for informational purposes only – it does not constitute investment, legal or tax advice. You should not rely solely upon the research herein for purposes of transacting securities or other investments, and you are encouraged to conduct your own research and due diligence, and to seek the advice of a qualified securities professional before you make any investment.
None of the information contained in this report constitutes, or is intended to constitute a recommendation by Boardroom Alpha of any particular security or trading strategy or a determination by Boardroom Alpha that any security or trading strategy is suitable for any specific person. To the extent any of the information contained herein may be deemed to be investment advice, such information is impersonal and not tailored to the investment needs of any specific person.
No representation or warranty, expressed or implied, is made on behalf of Boardroom Alpha as to the accuracy or completeness of the information contained herein. Boardroom Alpha does not accept any liability for any direct, indirect or consequential loss or damage suffered by any person as a result of relying on all or any part of this research and any liability is expressly disclaimed.
