\nTOMS Capital Investment Management (\u201cTCIM\u201d), which manages funds that together have an investment representing an approximately 4.65% economic interest in Voya Financial, Inc. (NYSE: VOYA) (\u201cVoya\u201d or the \u201cCompany\u201d), today announced that it has filed definitive proxy materials with the SEC to provide shareholders the opportunity to consider and vote on a non-binding resolution. This non-binding resolution allows shareholders to convey unequivocally that they \u201cno longer continue to have confidence in the board of directors (the \u201cBoard\u201d) and management of Voya Financial, Inc.\u201d<\/p>\n
\nAs part of the filing, TCIM has set a record date of September 30, 2026 and a meeting date of November 24, 2026. The definitive proxy materials and more information on TCIM\u2019s campaign can be found here: www.unlockvoya.com<\/a>, as well as at www.sec.gov<\/a>.<\/p>\n \nAdditionally, TCIM outside counsel Alex Spiro today sent the Company a formal demand for the inspection of books and records pursuant to Section 220 of the Delaware General Corporation Law to investigate whether the Board and\/or management breached its fiduciary duties to shareholders. TCIM is seeking materials related to the Company\u2019s communications that were seemingly designed to mislead shareholders about the campaign and deter them from making their voices heard. Despite having no factual support, the Company issued a press release describing TCIM\u2019s preliminary proxy statement and communications as \u201cinaccurate,\u201d \u201cmisleading,\u201d \u201cdeceptive,\u201d and even \u201cmanipulative,\u201d told shareholders that \u201cthere are no matters for shareholders to vote on or for which proxies could be solicited,\u201d and stated that it was \u201cseeking regulatory intervention\u201d \u2013 thereby creating the impression that TCIM was conducting a process in violation of U.S. Securities and Exchange Commission (\u201cSEC\u201d) rules. In fact, TCIM has now filed definitive proxy materials, following an SEC comment process.<\/p>\n \nTCIM issued the following statement:<\/p>\n \n\u201cCommentary from recent industry conferences reaffirms that potential acquirers \u2013 of significantly larger size and trading at significantly higher multiples than Voya \u2013 underscore M&A as a top strategic priority. A particular focus remains on scaled platforms that are well-positioned in a rapidly expanding retirement market \u2013 a profile that very few public companies possess other than Voya.<\/p>\n \nWe are pleased to proceed with the \u2018no confidence\u2019 campaign and bring our message directly to shareholders: Voya\u2019s Board and leadership must finally stop playing games and start acting in the best interests of all shareholders. The Board has already embarrassed itself enough by trying to convince shareholders that our campaign is illegal \u2013 only to be directly contradicted by the fact that we have filed our definitive proxy statement and are proceeding to prepare for the referendum meeting. It is time for Voya to get serious. Rather than touting the share price increase that has unsurprisingly followed TCIM\u2019s public involvement, the Company needs to demonstrate a willingness to genuinely engage with interested third parties regarding value-creating opportunities.<\/p>\n \nIt is time for shareholders to help unlock Voya. We look forward to reaching out to our fellow shareholders soon. In the meantime, investors can visit www.unlockvoya.com<\/a> to share their views with us.\u201d<\/p>\n Cautionary Statement Regarding Forward-Looking Statements<\/b><\/p>\n \nThis communication does not constitute an offer to sell or a solicitation of an offer to buy any of the securities described herein in any state to any person. The information herein contains \u201cforward-looking statements\u201d. Specific forward-looking statements can be identified by the fact that they do not relate strictly to historical or current facts and include, without limitation, words such as \u201cmay\u201d, \u201cwill\u201d, \u201ccould\u201d, \u201cwould\u201d, \u201cshould\u201d, \u201canticipate\u201d, \u201cestimate\u201d, \u201cexpect\u201d, \u201cpredict\u201d, \u201cseek\u201d, \u201cproject\u201d, \u201ctarget\u201d, \u201cfuture\u201d, \u201cpotential\u201d, \u201cintend\u201d, \u201cplan\u201d, \u201cassume\u201d, \u201cbelieve\u201d, \u201cforecast\u201d, \u201clook\u201d, \u201cbuild\u201d, \u201cfocus\u201d, \u201ccreate\u201d, \u201cwork\u201d, \u201ccontinue\u201d, or the negative of such terms or other variations on such terms or comparable terminology. Similarly, statements that describe the Participants\u2019 (as defined below) objectives, plans or goals are forward-looking. These forward-looking statements are based on the Participants\u2019 current beliefs, expectations and assumptions and involve significant known and unknown risks and uncertainties that could cause actual results to differ materially from those expressed or implied. Forward-looking statements are subject to various risks and uncertainties and assumptions. There can be no assurance that any idea or assumption herein is, or will be proven, correct. If one or more of such risks or uncertainties materialize, or if the Participants\u2019 underlying assumptions prove to be incorrect, the actual results may vary materially from outcomes indicated by these statements. Forward-looking statements should not be regarded as a representation by any of the Participants that the future plans, estimates or expectations contemplated will ever be achieved, or otherwise. The Participants undertake no obligation to update or revise any forward-looking statements, whether as a result of new information, future events, or otherwise, except as required by law.<\/p>\n Participants in the Solicitation<\/b><\/p>\n \nThe Participants have filed a definitive proxy statement and accompanying proxy card with the Securities and Exchange Commission (the \u201cSEC\u201d) to be used to solicit the views of the stockholders of Voya Financial, Inc. (\u201cVoya\u201d) on the no confidence referendum. The Participants expect that the definitive proxy statement will be sent or given to stockholders of Voya on or about October 5, 2026 and will contain important information about the no confidence referendum.<\/p>\n \nTOMS Capital Investment Management LP, TCIM Master Fund Ltd., TCIM Management GP LLC, Benjamin Pass, and Akash Bagaria (collectively, the \u201cParticipants\u201d) are participants in the solicitation of proxies from the stockholders of Voya in connection with the no confidence referendum. As of September 23, 2026, TCIM Master Fund Ltd. has beneficial ownership of or owns derivative securities with economic exposure to, 1,684,175 shares of common stock of Voya, par value $0.01 per share. As of September 23, 2026, TOMS Capital Investment Management LP, as investment advisor, may be deemed to beneficially own shares or derivative securities with economic exposure to 4,215,400 shares of common stock of Voya, par value $0.01 per share, owned by the persons it advises. As of September 23, 2026, TCIM Management GP LLC, as the general partner of TOMS Capital Investment Management LP, may be deemed to beneficially own or have economic exposure to 4,215,400 shares of common stock of Voya, par value $0.01 per share, owned by directly or underlying derivative securities owned by the persons TOMS Capital Investment Management LP advises.<\/p>\n Disclaimer<\/b><\/p>\n \nAny information concerning Voya contained in this communication has been taken from, or based upon, publicly available information. Although the Participants do not have any information that would indicate that any information contained in this communication that has been taken from such documents is inaccurate or incomplete, the Participants do not take any responsibility for the accuracy or completeness of such information.<\/p>\n Important Information and Where to Find It<\/b><\/p>\n \nSTOCKHOLDERS OF VOYA ARE URGED TO READ THE DEFINITIVE PROXY STATEMENT AND OTHER RELEVANT MATERIALS CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE NO CONFIDENCE REFERENDUM. STOCKHOLDERS MAY OBTAIN A FREE COPY OF THESE MATERIALS (WHEN THEY ARE AVAILABLE) AND OTHER DOCUMENTS FILED BY THE PARTICIPANTS WITH THE SEC AT THE SEC\u2019S WEBSITE AT WWW.SEC.GOV<\/a> OR AT TOMS CAPITAL INVESTMENT MANAGEMENT LP\u2019S WEBSITE FOR THE NO CONFIDENCE REFERENDUM AT WWW.UNLOCKVOYA.COM<\/a>. FURTHER, STOCKHOLDERS MAY OBTAIN A FREE COPY OF THESE MATERIALS (WHEN THEY ARE AVAILABLE) BY DIRECTING A REQUEST TO THE PARTICIPANTS\u2019 PROXY SOLICITOR, OKAPI PARTNERS LLC, 1212 AVENUE OF THE AMERICAS, 17TH FLOOR, NEW YORK, NEW YORK 10036 (SHAREHOLDERS CAN CALL TOLL-FREE: (877) 796-5274).<\/p>\n View source version on businesswire.com: <\/span>https:\/\/www.businesswire.com\/news\/home\/20260924423164\/en\/<\/a><\/span><\/p>\n Media:<\/p>\n
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Longacre Square
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tcim@Longacresquare.com<\/a><\/p>\n