Callouts & quotes from 82+ activist slides

""The New York office of Alcoa is best characterized as stale and unchanging, filled with protected mediocre talent who couldn't compete elsewhere." — Glass Door, April 10, 2015; "Management lives in a bubble, reactive, no planning, no support, it is like working with hands tied to your back and wearing blindfolds." — Glass Door, July 24, 2014; "Get some plant experience so you and your staffs learn that cost reductions often cost plants more than the savings you take credit for. Senior management is failing to deliver on promises to shareholders since company separated from Alcoa. Visit the plants and listen to the plant management to find a profitable path forward" — Glass Door, March 4, 2017; "While the C-suite enjoys an ever increasing suite of luxurious perks, they are consistently reducing benefits, withholding raises and cutting back for the regular employees who actually make the company run. The board needs to fire the CEO and stop his lavish spending." — Glass Door, July 13, 2016; "Stop putting non-technical background people in high leadership positions. They will run your plant into the ground and someone else will have to fix it." — Glass Door, January 16, 2016; "Unfortunately, without the engagement of your people that actually do the work and make your products, you can never achieve the excellence that you aspire to." — Glass Door, May 25, 2014"

""It’s come down to which group of independent directors shareholders want to oversee the company: Darden’s or Starboard’s? We believe Starboard’s slate is better qualified." — Hedgeye, September 3, 2014; "Investment Thesis: We remain constructive on Darden based on the thesis that multiple near to intermediate term catalysts are in play including the potential spin-off of SRG, increasingly aggressive cost control efforts and the potential sale of a portion of the company’s 600 remaining owned pieces of real estate." — Wells Fargo, September 2, 2014; "Development of propco/opco could be an intriguing possibility to maximize value in remaining real estate ... Based on discussions with J.P. Morgan’s REITs equity research team we believe a 14-15x pretax multiple could be applied to rental income. ...[This] yields approximately $7-8 of additional stock value." — JP Morgan, June 5, 2014; "We are lowering our rating on DRI shares from Neutral to Underperform and cutting our price objective from $55 to $40. Olive Garden (OG) has undertaken a brand relaunch to drive sales but we have concerns that the efforts are failing to gain significant traction." — Bank of America, August 28, 2014"

"“It’s come down to which group of independent directors shareholders want to oversee the company: Darden’s or Starboard’s? We believe Starboard’s slate is better qualified.” — Hedgeye, September 3, 2014; “Investment Thesis: We remain constructive on Darden based on the thesis that multiple near to intermediate term catalysts are in play including the potential spin-off of SRG, increasingly aggressive cost control efforts and the potential sale of a portion of the company’s 600 remaining owned pieces of real estate.” — Wells Fargo, September 2, 2014; “Development of propco/opco could be an intriguing possibility to maximize value in remaining real estate … Based on discussions with J.P. Morgan’s REITs equity research team we believe a 14-15x pretax multiple could be applied to rental income. …[This] yields approximately $7-8 of additional stock value.” — JP Morgan, June 5, 2014; “We are lowering our rating on DRI shares from Neutral to Underperform and cutting our price objective from $55 to $40. Olive Garden (OG) has undertaken a brand relaunch to drive sales but we have concerns that the efforts are failing to gain significant traction.” — Bank of America, August 28, 2014"

"“paresthesia-free” has backfired and resulted in a patient/doctor support infrastructure that renders the business model broken and permanently unprofitable. — Ex-executives. “paresthesia-free” is a fatally flawed concept and that he observed over half of patients failing to improve and virtually all experiencing lack of efficacy at various times. — Former regional sales director. Nevro found itself “in a bind” with the CEO and management refusing to accept that high frequency is a dud, leading to conflict with the field and sales reps leaving “in droves” despite the best compensation in the industry. — Former regional sales director. “despite repeated reprogramming sessions in the effort to achieve therapeutic optimization” — A January 2020 paper at the annual neuromodulation meeting (NANS). “differ greatly from the results we have found in real world practice.” — A January 2020 paper at the annual neuromodulation meeting (NANS). “disinformation” regarding explants, labeling Nevro’s conduct as “slimy.” — A KOL."

""With specific regard to the [short-seller] Report, the Committee concluded that the allegations were either factually incorrect or that there were reasonable explanations as to their non-materiality." — China Agritech, Inc. press release. "FTI independently obtained and reviewed documents which state that as of June 30, 2011, ChinaCast had cash, cash equivalents and term deposit balances reported in the Company's form 10-Q for the second quarter ended June 30, 2011." — ChinaCast Education Corp. press release. "We believe the findings contained in the FTI report should provide some comfort to shareholders as to the integrity of the Company's financial reporting and should serve to distinguish the Company from other Chinese companies that have received adverse publicity after failing to provide adequate verifications with respect to their financial statements." — Daniel Tseung, Chairman of the Audit Committee, ChinaCast Education Corp."

""Nevro tried to innovate, and I give them credit for that, but they're struggling and trying to survive. So they're trying to come up with these studies demonstrating superiority. The flawed design of their studies defines them as a company and they're failing." — KOL and high volume implanter; "There's no Rosetta Stone in medicine. There's no one thing that can treat everything but Nevro will have you believe that one therapy can treat every type of pain and all you have to do is put it in the same spot... It goes against everything in science and medicine." — KOL and high volume implanter; "The Hawthorne effect is well documented in science... Every patient in Nevro's study knew which device they got. Doctors believe the Hawthorne effect completely skewed Nevro's results. It happens in all their studies. Everybody knows which device they're getting. Nevro's always played a lot of games." — KOL"

"This pattern suggests that Phillips 66’s board is using these repeated proposals as a distraction tactic while failing to deliver tangible governance reform that shareholders seem to support. If the desire to declassify is genuine, one would think the board would accept the remedy that Elliott has proposed. — Professor Mark DesJardine, Dartmouth Tuck School of Business; Phillips objects to the Elliott proposal, weakly arguing that it “contravenes well-settled principles of Delaware corporate law and would be highly unlikely to withstand scrutiny in Delaware courts… The problem with this argument is that it ignores the simple fact that directors are free to resign their board positions at any time, and nothing in the Phillips charter or bylaws possible can be construed as preventing directors from voluntarily offering to resign..” — Professor Jonathan Macey, Yale Law School and Yale SOM"

""This pattern suggests that Phillips 66's board is using these repeated proposals as a distraction tactic while failing to deliver tangible governance reform that shareholders seem to support." — Professor Mark DesJardine, Dartmouth Tuck School of Business; "Phillips objects to the Elliott proposal, weakly arguing that it 'contravenes well-settled principles of Delaware corporate law and would be highly unlikely to withstand scrutiny in Delaware courts... The problem with this argument is that it ignores the simple fact that directors are free to resign their board positions at any time, and nothing in the Phillips charter or bylaws possible can be construed as preventing directors from voluntarily offering to resign.." — Professor Jonathan Macey, Yale Law School and Yale SOM"

"I’m personally worried about the reliability issues Astra will face...every single component on Astra’s rocket is cheap. And they are rigorous about testing and they test really hard, and they do everything they can, but still, they don’t have the redundancies that other rocket companies have...I’m not sure customers will be happy with losing half of their payloads...Kemp insists that because it’s a cheap rocket, the customers will have cheap payloads...so the companies will be ok to make two, and launch one / lose one, because it’s a lot cheaper than any other access to space...honestly, not sure how the market will take it when rockets keep failing and I believe they will. — Industry professional with knowledge of Astra rocket development"

""This pattern suggests that Phillips 66's Board is using these repeated proposals as a distraction tactic while failing to deliver tangible governance reform that shareholders seem to support. If the desire to declassify is genuine, one would think the Board would accept the remedy that Elliott has proposed." — Professor Mark DesJardine; "The problem with [Phillips 66's] argument is that it ignores the simple fact that directors are free to resign their board positions at any time, and nothing in the Phillips 66 charter or bylaws possibly can be construed as preventing directors from voluntarily offering to resign." — Professor Jonathan Macey"

""This pattern suggests that Phillips 66’s Board is using these repeated proposals as a distraction tactic while failing to deliver tangible governance reform that shareholders seem to support. If the desire to declassify is genuine, one would think the Board would accept the remedy that Elliott has proposed." — Professor Mark DesJardine; "The problem with [Phillips 66’s] argument is that it ignores the simple fact that directors are free to resign their board positions at any time, and nothing in the Phillips 66 charter or bylaws possibly can be construed as preventing directors from voluntarily offering to resign." — Professor Jonathan Macey"

"“One of Nevro’s biggest implanters had about 300 Nevro devices implanted and he didn’t know that they were all failing because the reps were fielding all the patient calls. Patients were told, if you have any problems just call Nevro or call your rep. Don’t call the doctor. He didn’t know until a year or two later that a third of his patients had gotten explanted at other practices. So, a lot of Nevro’s high volume implanters split.” — High volume implanter and KOL"

"A. Failing to disclose, clearly and conspicuously, before any consumer becomes a Marketing Program participant, all information material to a consumer's decision to participate in the Marketing Program, including but not limited to the following: (1) The number and percentage of current Marketing Program participants who have not received any commissions, bonuses or overrides; — FTC v. Trek Alliance, No. 02-9270 (C.D. Cal. June 24, 2003)."

""This pattern suggests that Phillips 66's board is using these repeated proposals as a shield against activism while failing to deliver tangible governance reform that shareholders clearly seem to support," Prof. DesJardine wrote: "If the desire to declassify is genuine, one would think the board would accept the remedy that Elliott has proposed." — Mark DesJardine, associate professor at Dartmouth's Tuck School of Business"

"Stockholders may use information about corporate mismanagement, waste, or wrongdoing in several ways. For example, they may “seek an audience with the board [or directors] to discuss proposed reform or, failing in that, they may prepare a stockholder resolution for the next annual meeting, or mount a proxy fight to elect new directors.” — Seinfeld, 909 A.2d at 119-20 (quoting Saito, 806 A.2d at 117)."

"Management goes to great lengths to convince investors that they’re transparent and respond to investor feedback on more disclosure. However, their statements about being “open to the conversation” seem hallow and their attempts to justify failing to do so (“candidly, I’m not quite sure how much more detail we could provide“) suggests they’re unlikely to increase transparency meaningfully."

"There's already evidence that Porch is failing to meet its financial objectives. The Company claimed it would complete the transaction with $205m of cash and no debt. Yet, it ended up with more cash than projected, but its debt balance is still claimed to be $40m in Porch's investor presentations. This figure is actually contradicted by Porch's 2020 10-K to be $50.8m(1)"

"We believe it's time for Stryker's failing business strategy to end. The Company needs to take a hard stance that management's blunders are no longer acceptable and that it's time to reposition Stryker from a growth by terrible acquisition story, to one committed to internal investment, fixing cost bloat, improving manufacturing inefficiencies, and returning capital."

"If cross-selling has been such a major component of management's growth plan, then why is the Company failing to capture a greater share of customer wallet? PowerSchool contracts we were able to obtain show that in most cases, PowerSchool's share of school district budgets stays flat and even declines as a percentage of a school district's operating budget."

"Spruce Point believes that Xylem's digital ambitions are failing, in part, due to its lack of commitment to growth capital spending. We observe that software spending growth is declining and not exceeding its amortization. We also observe that in the quarter before closing Evoqua, Xylem made its first software impairment in more than two years."

"The key point to note is that in the 2003 Annual Report, TRE began disclosing that it needed to conduct business through authorized intermediaries due to lack of proper licensing, while failing to disclose that in the fourth quarter of the year, it was winding down an existing WFOE that had the business scope to do the business."

"The extraordinary deficiencies in Muddy Waters' "proof" and "analysis" – including presenting information for the wrong customer, failing to investigate and report publicly available information, and failing to make follow-up inquiries with CCME – naturally casts doubt both on their capabilities and/or their objectivity."

"We believe the Company’s stock price underperformance versus both peers and the broader market indices is due to consistently poor financial performance, a lack of credibility from repeatedly failing to deliver on commitments to shareholders, and a history of problematic governance that fails to demand accountability."

"‘the Subpoena sought communications and other documents concerning potential issues related to the Company’s Zio Systems, including that the Zio Systems were failing to timely transmit patient cardiac data to physicians for review after the occurrence of a cardiac event.’ — DOJ Petition for Order to Show Cause"

"Sony Music sued Los Angeles-based Triller last year (2022). It accused the TikTok rival of failing to make payments under a licensing agreement and committing “massive” copyright infringement by streaming its music without a license since breaking the contract. — Reuters"

"In many cases, Carvana has delivered vehicles in dangerously poor condition, and has hidden the fact that a vehicle has been in an accident. Note that, depending on the state, failing to disclose that a used vehicle has been in an accident constitutes dealer fraud."

"We believe MSCI is a classic case of a struggling company failing to transform itself while engaging in value-destructive (and even worse nepotism-like) acquisitions and share repurchases with abusive financial reporting and accounting tactics to bolster earnings."

"Genscript called out Twist’s nascent, much-hyped antibody discovery business as a flop... that these customers painted Twist’s antibody efforts as a face-plant — that they couldn’t come up with antibody leads nor honor timelines, taking 7-8 months before failing."

"Therefore, the logical consequences of not making yourself available (without good reason) are that (1) you are failing to fulfil your duties as a Senior Independent Director, and (2) you risk sending a concerning message about your level of independence."

"Allied recorded its $20 million debt investment in Startec Global Communications at cost throughout 2001 and even increased its investment in the company in June 2001 by an additional $15 million despite significant evidence that Startec was failing."

"Therefore, by failing to adjust for the impact of Voalte, management was able to report core growth of 6% rather than 4% - a significant swing for a key metric which management has trained analysts to use to evaluate the health of the business."

"By baking gains from disposals of fixed assets into its “Purchase of property and equipment” line, management is presenting a superficially deflated capex figure, and hiding it by failing to disclose that they are presenting net capex."

"Mid-trial study adjustments which expand the sample size are a red flag and predictive of a flop, as they suggest that the study is failing to show statistical significance and using a larger n to fish for a smaller effect."

"We have no idea how CSTE can spend so little on its CAPEX; but we can hazard a guess. We believe maintenance is down because production is down, either that or CSTE is failing to maintain its machines in good order."

"In my professional opinion, Inspire therapy should be the last option, failing everything else. It is a semi-permanent device that you put in your body and you will feel a bump on your chest — Sleep Tech (Reddit)"

"The outside directors have overseen persistent capital allocation failings, dismissed shareholder concerns, and failed to ensure basic checks and balances on management - rendering their ongoing tenure untenable"

"Though one can find convenient examples for buybacks and dividends being bad for the share price, failing to return excess cash in the face of a low multiple usually depresses share price and valuations further."

"Not only are analysts overestimating Penumbra's future blended market share across neurovascular aspiration thrombectomy types, but they are failing to account for the sub-segment dynamics within aspiration."

"We believe insiders have orchestrated a brazen scheme to artificially inflate DV’s share price by selling and obscuring an international growth narrative that is failing while they rapidly unload stock."

"Spruce Point believes Stryker's $3.1 billion levered acquisition of Vocera Communications is another example of it overpaying for a low quality business while failing to do adequate due diligence."

"Mr Harwood KC submitted that the Developer fell short of its duty of candid disclosure in failing to explain to the Court how, internally, it calculated the capacity of the proposed solar farm."

"Mr Harwood KC submitted that the Developer fell short of its duty of candid disclosure in failing to explain to the Court how, internally, it calculated the capacity of the proposed solar farm."

"SPI alleges FIGS made exaggerated representations regarding its products' antimicrobial properties, at times failing to definitively respond to requests for scientific support for its claims."

"Not surprisingly, there have been many attempts to displace the Kroll process with a few making it to the pilot plant stage, but all failing to achieve scalability and widespread adoption."

"Spruce Point believes the earnout structure allowed Evoqua to book Adjusted EBITDA and earnings for a transaction where management implied a high probability of failing to meet targets."

"Lasertec is secretive - typical of frauds - failing to provide basic disclosures typical of ASML, KLA, and others such as the number of tools sold by EUV vs. DUV, ASP's, or segment mix."

"Spruce Point has major concerns with PERI's highly promoted new SORT® product. Based on our analysis, the customer count is not adding-up. Is Perion failing to disclose lost customers?"

"Rather than show continued core growth contraction in Q3 FY19, management was able to show steady to expanding core growth by failing to adjust for the impact of recent acquisitions."

"Huntsman has the HIGHEST CEO base salary despite being one of the SMALLEST companies in the Proxy Peer set and failing to achieve its 2014, 2016, and 2018 Investor Day commitments"

"It is unfortunate that you have wasted one and a half years failing to reposition the Company to take advantage of the long-term growth opportunities in transition metals."

"One of Nevro’s biggest implanters had about 300 Nevro devices implanted and he didn’t know that they were all failing because the reps were fielding all the patient calls."

"Spruce Point warns that PERI's advertising publisher counts don't make sense. While they report new publishers, they are potentially failing to disclose lost publishers."

"This Management team has responded to its challenges with a victim mentality – blaming the external environment while failing to control expenses or hold market share"

"We believe investors buying LSPD at 23x and 47x 2022E sales and gross profit are failing to see the titanic competitive shifts happening in its business and industry."

"We believe drastic action is needed NOW because we fear that failing to replace Jeff Jacobson as CEO could inevitably result in the loss of our entire investment."

"Zebra's leverage is rising as it has made expensive bets on acquisitions which we will demonstrate are of low quality and are failing to meet lofty expectations."

"TAL’s related party disclosures generally fail to provide required detail. Opacity is the friend of fraud, and in this case is a failing on the part of Deloitte."

"The Board has impugned its credibility on ESG by failing to deliver on its commitment to eliminate the usage of cruel gestation crates in its supply chain"

"It is possible that RUN intends its financings to transfer this obligation to ABS investors or, failing recoverability there, the unsuspecting homeowner."

"We believe Xylem may have misrepresented revenue dis-synergies by failing to disclose and quantify intercompany sales and competitive product overlap."