Proxy Statement (Form DFAN14A)

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:

☐ Preliminary Proxy Statement

☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

☐ Definitive Proxy Statement

☒ Definitive Additional Materials

☐ Soliciting Material Pursuant to §240.14a-12

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):

☒ No fee required.

☐ Fee paid previously with preliminary materials.

☐ Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.

Item 1 Explanatory Note: On October 9, 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 release (the "Press Release") related to Voya Financial, Inc., a Delaware corporation (the "Company"). TCIM or its fellow Participants may disseminate the Press Release or portions thereof from time to time.

TCIM Commences Mailing of No Confidence Referendum Proxy Statement to Voya Shareholders

Urges Shareholders to Seize Opportunity to Make Their Voices Heard

New York, NY (October 9, 2026) - TOMS Capital Investment Management ("TCIM"), which manages funds that together have an investment representing an approximately 4.65% economic interest in Voya Financial, Inc. (NYSE: VOYA) ("Voya" or the "Company"), today announced that it has commenced the mailing of its definitive proxy materials 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 "no longer continue to have confidence in the board of directors (the "Board") and management of Voya Financial, Inc."

As part of the filing, TCIM has set a record date of September 30, 2026 and a referendum meeting date of November 24, 2026. The definitive proxy materials and more information on TCIM's campaign can be found here: www.unlockvoya.com, as well as at www.sec.gov.

TCIM issued the following statement:

Contacts

Media:

Longacre Square

[email protected]

Investors:

Okapi Partners

212-297-0720

[email protected]

Cautionary Statement Regarding Forward-Looking Statements

This 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 "forward-looking statements". 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 "may", "will", "could", "would", "should", "anticipate", "estimate", "expect", "predict", "seek", "project", "target", "future", "potential", "intend", "plan", "assume", "believe", "forecast", "look", "build", "focus", "create", "work", "continue", or the negative of such terms or other variations on such terms or comparable terminology. Similarly, statements that describe the Participants' (as defined below) objectives, plans or goals are forward-looking. These forward-looking statements are based on the Participants' 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' 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.

Participants in the Solicitation

The Participants have filed a definitive proxy statement (as may be amended or supplemented from time to time, the "Definitive Proxy Statement") and accompanying proxy card with the Securities and Exchange Commission (the "SEC") to be used to solicit the views of the stockholders of Voya Financial, Inc. ("Voya") on the no confidence referendum. The Participants have furnished the Definitive Proxy Statement and accompanying proxy card to some or all of the stockholders of Voya entitled to vote at the referendum meeting. The Definitive Proxy Statement contains important information about the no confidence referendum.

TOMS Capital Investment Management LP, TCIM Master Fund Ltd., TCIM Management GP LLC, Benjamin Pass, and Akash Bagaria (collectively, the "Participants") 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.

Disclaimer

Any 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.

Important Information and Where to Find It

STOCKHOLDERS 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'S WEBSITE AT WWW.SEC.GOV OR AT TOMS CAPITAL INVESTMENT MANAGEMENT LP'S WEBSITE FOR THE NO CONFIDENCE REFERENDUM AT WWW.UNLOCKVOYA.COM. FURTHER, STOCKHOLDERS MAY OBTAIN A FREE COPY OF THESE MATERIALS (WHEN THEY ARE AVAILABLE) BY DIRECTING A REQUEST TO THE PARTICIPANTS' PROXY SOLICITOR, OKAPI PARTNERS LLC, 1212 AVENUE OF THE AMERICAS, 17TH FLOOR, NEW YORK, NEW YORK 10036 (SHAREHOLDERS CAN CALL TOLL-FREE: (844) 343-2621).