Voya’s fight with Toms Capital turns to what Voya told the SEC

TCIM no-confidence referendum: Tuesday, Nov. 24, 2026

Toms Capital Investment Management (TCIM), a manager with $3.8 billion of assets, has called its own meeting for November 24 to hold a no-confidence vote on the board of Voya Financial (VOYA). On October 26 TCIM said a demand to inspect Voya’s books had produced “an acknowledgement from the Company that it lobbied the Securities and Exchange Commission” to stop the vote. Voya is withholding board minutes about those efforts, TCIM says, and will share its SEC correspondence only if TCIM stops asking for records. TCIM now plans to request the letters from the SEC under the Freedom of Information Act.

TCIM puts its economic stake at 4.65%, mostly call options that carry no vote. It wants the board to review “all strategic alternatives, including a sale of the Company,” and says it isn’t seeking control of the board or a forced sale. Voya’s stock rose 38% from April 22, the day before the campaign became public, to a September 3 high, against 24% for the median of its peers. It has since given back 8%.

The vote binds no one and counts only if holders of a third of the shares take part, a bar TCIM set itself. A quorum at Voya’s own stockholder meetings is a majority. Voya has called the meeting “fictitious” and a “private straw poll.” Six months in, the argument has moved from Voya’s business to whether the vote should go ahead, and what Voya told the SEC about it.

We agree with TCIM that the board should run a formal review of its alternatives. In the three years before the campaign went public, Voya returned 5%, against 79% for the S&P 500 and 65% for its peers.

The fight over the vote has become a fight over records

TCIM has twice demanded Voya’s records under Section 220 of Delaware’s corporate law, which lets a holder inspect a company’s books for a proper purpose. In June it asked for the shareholder list, which it needs to reach holders. Voya’s lawyers called the stated purpose insufficient, TCIM says, but Voya produced the list on July 17, 29 days later.

On August 7, the day after TCIM filed to hold the vote, Voya called TCIM’s conduct “manipulative and deceptive” and said it was “seeking regulatory intervention.” TCIM filed its final proxy statement on September 24 after an SEC review. The same day, its litigation counsel sent a second demand, for records on Voya’s regulatory efforts, “to investigate whether the Board and/or management breached its fiduciary duties.”

TCIM said the October 26 claims came out of a records demand, and they concern the subject of its second one: Voya’s regulatory efforts. TCIM says Voya’s use of company money to “undermine the shareholder franchise” is “corporate waste” and asks: “what does Voya’s Board and management have to hide?”

In a September 24 release, Voya said TCIM’s materials “contain numerous inaccurate or misleading statements” and that TCIM’s filings “raise the same policy concerns as those recently addressed by the SEC.” The release also pointed to Voya’s strategy, capital returns and the May votes. Companies can raise concerns about a dissident’s filings with the SEC staff, but neither side has published the letters. They would show exactly what Voya asked of the SEC, and in what context. Voya had not publicly answered the October 26 claims by October 28.

Under Lavallee, Voya returned about a third of what the market did

From Heather Lavallee’s start as chief executive in January 2023 to April 22, before the campaign became public, Voya returned 32% including dividends, against 94% for the S&P 500 and 53% for the median of eight life, retirement and asset-management peers. The three-year gap was wider: 5%, against 79% and 65%. In the year to April 22 Voya kept pace with the market, at 36%, and beat its peers’ 11%.

TCIM’s investor presentation uses its own peer groups. It puts Voya 66 percentage points behind six core peers over three years, and 46 points behind the peers Voya uses to set pay. Measured from July 2022, when Lavallee was named CEO, the gaps are 51 and 14 points.

In the year to October 26 Voya returned 34%, against 14% for the S&P 500 and 12% for peers, and most of that gain came after April 22. Over three years it still trailed, at 56% against 92% and 90%.

The stock first closed above $100 on July 16, when Semafor reported that Voya had fielded takeover interest, including from Principal Financial. People close to Voya told Semafor that neither management nor the board was “seeking to transact.”

Voya points to its results. Lavallee said in August that the second quarter reflected “continued commercial momentum, higher fee-based revenues and disciplined execution.” Voya bought back $300 million of stock in the first half of 2026, after none a year earlier. TCIM’s investor presentation says Voya has not refuted “a single point TCIM has made on the business.”

Voya’s employer health-insurance line keeps paying out more than it planned

Voya’s stop-loss business, which insures employers that pay their own staff’s medical claims, has run above its target loss ratio (claims as a share of premiums) of 77% to 80% in every policy year since 2024. In December 2024 Voya said its 2024 book was “priced too low,” and the stock fell 13.9% that week.

In the first half of 2026 Voya recorded a net $91 million of claims from earlier policy years, mostly 2025. Employee Benefits, the segment that holds stop-loss, earned $40 million before tax in 2024, down from $315 million in 2023, and recovered to $152 million in 2025.

In December 2024 Voya said it expected 2025 to run above target as well. In February 2025 it planned to “restore stop-loss back to target margins” in 2026, according to TCIM’s excerpt of the earnings call. In August 2026 Lavallee said: “we are pricing it to be within the target range in ’27.” Pricing for 2027 takes effect with January renewals, but how that policy year turns out won’t be clear until 2028.

Voya set a lower bonus target after a miss, then funded bonuses at 155%

For 2025 the board’s pay committee set the bonus plan’s earnings target at $890 million. That was 15% below the $1,046 million target for 2024, which Voya missed, and slightly above the $870 million it earned in 2024. Voya had said its OneAmerica acquisition would add $75 million of earnings in 2025, so the new target was lower than the 2024 result plus that $75 million. Voya says the committee set targets in early 2025 “based on business forecasts and projections.”

The 2024 plan had paid 73% of target. The committee also raised the maximum payout for company performance to 200% of target, from 150%, saying the old cap “fell below the median” of the companies Voya compares itself with.

Adjusted operating earnings rose 19% in 2025, to $1,038 million, mostly from retirement. That fell short of the 2024 target but beat the new one, so the earnings measure paid 166% of target and the plan funded bonuses at 155%. The committee then raised each top executive’s award by 15% to 35% for individual performance.

Lavallee’s cash bonus was $4.5 million, 178% of target, the same rate as three of the other four top executives. Chief financial officer Michael Katz got $3.4 million, 209% of target, the highest of the five. In 2025 Voya’s stock returned 11%, level with peers and behind the S&P 500’s 18%.

Voya’s proxy puts Lavallee’s 2025 pay at $12.6 million. TCIM’s figure, $16.2 million, counts the long-term award granted in February 2026, for 2025, instead of the one granted in February 2025. The proxy puts 2025 pay at $6.4 million for Katz and $11.1 million for Jay Kaduson, who joined in January 2025 to run Workplace Solutions. Kaduson’s figure includes $5 million of one-time awards on joining, $3 million of it to replace pay he gave up at his last employer. Holders approved the pay with 98.7% support in May, and every director got more than 98%.

Voya’s holders have no other way to vote on the board before 2027

Holders can’t act by written consent, and Voya’s bylaws say “any power of the stockholders of the Corporation to call a special meeting is specifically denied.” BlackRock’s voting guidelines support a special-meeting right at a threshold of 15% to 25%, and Vanguard’s at 10% or more. All 12 directors stand for election every year by majority vote, and there is no poison pill.

Proxy access lets holders of 3% (up to 20 may combine) put nominees on Voya’s own ballot, but only after three years of ownership. TCIM first bought in March 2026, so it doesn’t qualify for 2027. The window to nominate directors for the 2027 annual meeting, expected in May, runs from January 21 to February 20.

The closest precedent we found ended before any vote: in 2014 Pershing Square filed for an “informal shareholder referendum” at Allergan, then switched to Allergan’s own special-meeting right, which Voya’s holders don’t have.

TCIM needs a third of the shares to show up

The bar is 29.9 million shares, a third of the 89.7 million Voya had on the September 30 record date, and abstentions count against the resolution. TCIM held about 1.2 million shares outright on September 23, or 1.35%. The rest of its 4.2 million-share stake, about 3 million, is call options, which carry no vote.

Voya’s directors and executive officers together owned 300,942 shares at March 25, about 0.3%. Voya asks each director to hold five times the annual cash fees, counting stock units, and the proxy says each meets that or is still within a five-year phase-in.

In the two years to October 28, Form 4 filings show no open-market purchases by Voya’s directors or officers. Five of them sold shares on the open market. The largest sale came on August 21, when Santhosh Keshavan, the chief technology and operations officer, sold 35,587 shares at about $98, roughly $3.5 million, under a trading plan he adopted in May. Katz sold 20,600 shares at $75 in December 2025, under a trading plan to exercise options granted in 2015 that were about to expire. Director Yvette Butler sold 1,700 shares in May 2025, leaving her with 355 shares plus the stock units Voya has granted her.

Vanguard, BlackRock and State Street held 24.9% of the shares at June 30. BlackRock’s U.S. guidelines say it “will generally not participate in consent solicitations or related processes,” and that it votes “once an item comes to a shareholder vote.” None of the three had said by October 28 how it will treat this one.

Hedge funds and trading firms including Maverick, Woodline, Two Sigma, Millennium and D. E. Shaw held about 7.3 million shares at June 30, most of it bought in the second quarter. TCIM’s October 19 voting guide warns institutions that the ballot “may not appear automatically in your usual voting workflow.”

Our read: among the shares that are voted, the no-confidence resolution is likely to pass, because Voya isn’t campaigning for opposing votes; it has told holders they “do not need to respond.” A pass on turnout of just over a third would leave most of the shares uncounted, so turnout is the real test.

Our view

We agree with TCIM that the board should run a formal review of its alternatives. Voya’s shareholders had fallen far behind before TCIM arrived. Under Lavallee the stock returned 32% to April 22, against 94% for the S&P 500. It kept pace with the market in the year before the campaign. Most of its gain over the past year came after the campaign went public. The stop-loss business is still above its target, and the target date has moved from 2026 to 2027. The board’s pay committee set a 2025 bonus target below the 2024 one it had missed, and below the 2024 result plus the earnings Voya expected from OneAmerica. Holders still backed that pay and every director with more than 98% support in May.

Most of what Voya has said about the campaign has been about the vote. Its September release pointed to its strategy, capital returns and the May votes, but did not take up stop-loss, the bonus target or a sale. Voya has called the meeting “fictitious,” said it was “seeking regulatory intervention” and, by TCIM’s account, is withholding the board minutes and SEC letters about that effort. Voya has every right to challenge the referendum. But its record on returns, stop-loss and the bonus target deserves an answer whether or not the vote goes ahead.

What we’d like to see:

1. Run a formal review of alternatives with outside advisers, and report the outcome before the January 21 window for holder nominations opens.
2. Release the SEC correspondence on the referendum, which TCIM says it will ask the SEC for anyway.
3. Say on November 2 whether January 2027 pricing brings stop-loss back inside its target, and why the board believes its standalone plan will create more value than the alternatives, including a sale.
4. Adopt a special-meeting right at 15% to 25%, a range both BlackRock’s and Vanguard’s guidelines support, so the next count of holders happens at a meeting Voya holds.
5. Directors should buy shares with their own money, on top of the stock Voya pays them. None has bought on the open market in the two years to October 28.

What to watch

• Nov. 2
  Third-quarter results: stop-loss loss ratios, January 2027 pricing and buybacks.
• Nov. 11–Dec. 11
  Proxy-access window for 2027 nominees.
• Nov. 16
  Third-quarter 13F filings give a snapshot of institutional holdings at September 30, the record date.
• Nov. 24
  The referendum, if a third of the shares take part. TCIM says it will publish certified results within four business days.
• Jan. 21–Feb. 20, 2027
  Nomination window for the 2027 annual meeting.
• Any time
  Voya’s SEC correspondence, through the records demand or TCIM’s Freedom of Information Act request, and any court action over the second demand.

Sources: Voya’s SEC filings, TCIM’s proxy materials, investor presentation and voting guide, and both sides’ press releases, as of October 28, 2026. Returns are total returns to the Oct. 26 close, or to the April 22 close where stated. The five-year peer median uses seven peers to Oct. 26 and six to April 22, since Jackson and Corebridge listed in 2021 and 2022. Boardroom Alpha is an independent research and analytics company and does not invest. This brief is for information only and is not investment advice or a proxy solicitation.