Voya Financial (VOYA) Proxy filing summary

Executive summary

• TCIM, a major shareholder, is soliciting proxies for a No Confidence Referendum against the board and management, citing persistent underperformance and lack of strategic action.

• The referendum is non-binding and aims to pressure the board to review all strategic alternatives, including a potential sale.

• TCIM has engaged in extensive communications with management and the board, expressing dissatisfaction with valuation, executive compensation, and lack of engagement.

• The campaign follows failed attempts to prompt board action and is supported by data showing Voya's trading multiple and shareholder returns lagging peers.

Voting matters and shareholder proposals

• The only matter to be voted on is the No Confidence Referendum, which states shareholders no longer have confidence in the board and management.

• The referendum is precatory, with no binding legal effect, and abstentions count as votes against.

• Voting is open to shareholders of record as of the specified date, with instructions for proxy voting by mail, phone, or internet.

• Procedures for submitting proposals and director nominations for the 2027 annual meeting are outlined, including deadlines and eligibility requirements.

Board of directors and corporate governance

• TCIM criticizes the board, led by Non-Executive Chairperson Ruth Ann M. Gillis, for failing to provide independent oversight and for supporting management's strategy despite underperformance.

• The board is accused of lacking urgency and responsiveness, contributing to a sustained decline in valuation.

• The board and management are described as strategically indecisive, with no willingness to review alternatives or engage with interested parties.