UNITED STATES
SECURITIES AND
EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
Filed by the Registrant ☐
Filed by a party other than the Registrant ☒
Check the appropriate box:
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Preliminary Proxy Statement
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Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
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Definitive Proxy Statement
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Definitive Additional Materials
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Soliciting Material Pursuant to §240.14a-12
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Voya Financial, Inc.
(Name of Registrant as Specified In Its Charter)
TOMS Capital Investment Management LP
TCIM Management GP LLC
TCIM Master Fund Ltd.
Benjamin Pass
Akash Bagaria
(Name of Person(s) Filing Proxy Statement, if Other Than The Registrant)
Payment of Filing Fee (Check the appropriate box):
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Fee paid previously with preliminary materials.
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Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.
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Item 1 Explanatory Note: On October 26, 2026, TOMS Capital Investment Management LP, a Delaware limited partnership (“TCIM”), together with the other participants
named herein (collectively the “Participants”), issued the following press statement (the “Communication”) regarding Voya Financial, Inc., a Delaware corporation (the “Company”). TCIM or its fellow Participants may disseminate the Communication or
portions thereof from time to time, including, without limitation, by posting such materials to its website at www.unlockvoya.com.