TOMS Capital Investment Management filed definitive proxy materials against Voya Financial (NYSE: VOYA) leadership on Wednesday, formalizing a no-confidence campaign against the $5.8 billion retirement and annuity operator. The filing triggers a 45-60 day shareholder consultation window ahead of Voya's annual meeting, typically scheduled for May.
Voya shares closed Wednesday at $83.14, down 31% from their January 2022 peak of $120.87, while the S&P Financials Select Sector ETF (XLF) declined 8% over the same period. The company operates $676 billion in assets under management across workplace retirement, annuities, and investment management, yet trades at 0.47x tangible book value — a 38% discount to peers like Principal Financial (0.76x) and Lincoln National (0.68x). TOMS Capital, which disclosed a 2.1% stake in October regulatory filings, contends management has destroyed $2.4 billion in shareholder value since CEO Heather Lavallee assumed the role in January 2021.
The proxy fight exposes structural tension in Voya's business model. The company generates 67% of operating earnings from legacy fixed and indexed annuities — products facing 150-200 basis point margin compression as the Federal Reserve holds rates elevated and policyholders defer withdrawals. Management's $1.8 billion share buyback authorization, announced in February 2023, has repurchased only $743 million through Q4 2024, leaving $1.06 billion undeployed while the stock languishes below stated buyback thresholds. TOMS argues this capital misallocation stems from board composition: nine of eleven directors lack direct asset management or distribution experience, and the average tenure is 8.2 years — long enough to own the performance but not long enough to have built the franchise. The activist is expected to nominate three to five slate candidates with expertise in alternative distribution and fee-based wealth platforms, sectors where Voya's penetration remains under 4% of addressable market.
Allocators should watch three specific milestones. First, Voya must file its proxy response within 10 business days, naming incumbent directors and addressing TOMS's governance critique. Second, ISS and Glass Lewis proxy advisory reports publish 7-10 days before the shareholder meeting, typically in late April — their recommendations sway 28-34% of institutional vote. Third, watch for whether TOMS pushes asset sales: Voya's Employee Benefits segment ($89 billion AUM, 12% EBITDA margin) could fetch 1.2-1.4x book in a trade sale to Prudential or MetLife, unlocking $1.1-1.3 billion in excess capital that buybacks or special dividends could redeploy.
The filing arrives as $47 billion in activist capital hunts financial services targets trading below tangible book. Voya's next earnings call is February 11, and management silence on the proxy between now and then will signal whether they negotiate or fight.