Toms Capital Seeks Shareholder Vote to Push Voya Sale

Hedge fund Toms Capital Investment Management plans to file proxy materials seeking a shareholder vote of no confidence in Voya Financial’s management and board and urging a formal strategic review that could include a sale. TCIM holds about 4.5% of Voya and manages roughly $3.8 billion. The fund first disclosed its stake in June and intends to send a letter after private talks with Voya failed to produce a formal review.

TCIM argues Voya’s retirement and investment-management operations are strong but that the company’s commitment to its stop-loss insurance business has weighed on its valuation. Stop-loss policies protect self-insured employers from unusually large employee healthcare claims. TCIM wants Voya to stop trying to turn around the stop-loss unit and to explore strategic options for that business, including selling the unit or the entire company.

Voya has a market value near $9 billion and its shares have risen more than 30% over the past year. Potential buyers identified by analysts for either Voya as a whole or its stop-loss operation include Empower, Principal Financial and Sun Life. The proposed shareholder vote will give investors a chance to register support or opposition to TCIM’s proposals.

On the company’s earnings call, Voya Chief Executive Heather Lavallee emphasized that management will continue to focus on shareholders’ long-term interests and on improving the performance of the stop-loss business.

TCIM, co-founded by Ben Pass, has taken positions in Target, Kellanova, CSX and Kenvue. The fund has typically preferred private engagement; its campaign at Voya represents its first formal public statement on an investment.

If the vote proceeds, the result will affect whether Voya’s board opens a full strategic review or maintains its current plan to invest in operating improvements. Investors and potential buyers will monitor the level of shareholder support and any follow-up actions.