Callouts & quotes from 251+ activist slides

""And maybe a follow-up on Libre. This is a product that's been wildly successful. You're now over $100 million run rate in the U.S., over $1 billion globally, and you really have one major competitor here that's -- let's call it at the upper end of the technology scale. And Abbott, I view as the low-cost, easy-to-access, very easy-to-use product in continuous glucose monitoring. So, as we think about the evolution of Libre over the next few years, how do you think about Libre staying at the lower end of the cost and ease-of-use curve versus moving up and trying to compete with your main competitor there? Thanks." — Robbie Marcus, Analyst, J.P. Morgan; "Well, I'll tell you, interestingly enough, I don't actually look at it the way you just described. I think Libre is a pretty different product. It's got tremendous capability, but given that value point that we have it priced at, it is accessible to patients all over the world.... And in our case, we have a much lower cost and far greater automated manufacturing capability to not only allow that cost, but to allow for mass production. So I'd say, at this point, we're making healthy profits on this product. We have no intention of changing the value proposition at all. And your question sort of suggests that we would raise price in order to be competitive, I'd say, you want to be asking the other side, what they're going to do to make themselves a value proposition, because this product is incredibly good value proposition, which is why it's got such high demand." — Miles White, CEO, Abbott Laboratories"

"“...abrupt material lapse in operational and financial discipline within the Company.” — Vivendi Presentation, Page 5; “Announcing a profit warning a week after issuing a bond has alienated market participants, who are losing trust in TIM.” — Vivendi Presentation, Page 8; “The three-year strategic plan presented by the former management in March 2018 had broad market support.” — Vivendi Presentation, Page 10; “...important need for any plan to contain key pillars, such as focus on enhanced FCF generation, deleveraging, digitalization and improved customer satisfaction, in order to drive value creation.” — Vivendi Presentation, Page 15; “The opaquely worded outlook for 2019 suggests that the bad news is likely to keep flowing as the company seems rudderless and adrift in turbulent waters.” — Vivendi Presentation, Page 36; “New CEO Luigi Gubitosi is throwing the kitchen sink at his predecessor’s ambition to grow domestic EBITDA....” — Vivendi Presentation, Page 36; “These procedures were not followed for the nomination of Luigi Gubitosi as CEO, [whose nomination was] pre-packaged during the shadow meetings held by Elliott representatives and Elliott-nominated Board Members.” — Vivendi Presentation, Pages 37, 39; “None of the new candidates want to be the CEO...and none of the independent directors wants to be Chairman....in other words the chairman will be chosen among the five proposed independent directors and the CEO between the two not-independent directors (De Puyfontaine and Genish).” — Vivendi Presentation, Page 3"

""However, logic suggests that once the plc:Ltd discount exceeds 14%, as it presently does (although only slightly), it becomes incrementally harder to justify an off-market Ltd buyback to a large portion of the total BHP Billiton shareholder base" — Macquarie, February 17, 2011; "If the DLC were to be collapsed, then every dollar returned via a buyback would be done through the buyback of Ltd shares which provided sufficient franking credits existed, could be done at a ~14% discount to the prevailing share price on the day." — UBS, July 14, 2014; "Despite having a comparable average dividend yield of ~2.5%, over the past 10 years, Exxon returned a further ~US$225bn via buybacks taking its overall average annual dividend and buyback yield to 7.3%" — Macquarie, July 29, 2014; "No capital return (this time) We think the market is (quite) disappointed with the lack of buyback / capital return." — Bank of America, August 19, 2014; "Despite >US$30b spent, failed tilts at RIO and Potash Corp and overpaying for US Shale suggest M&A is not BHP's raison d'être." — Citigroup, May 27, 2016; "At spot prices BHP would have even stronger free cash flow generation, largely thanks to iron ore, and be able to significantly increase shareholder returns." — Citigroup, Feb 21, 2017"

""Should it occur, we would view the separation of TKR’s steel and bearings businesses as a positive." — Gary Farber, C.L. King, 2/20/13; "Our sum-of-the-parts valuation suggests a $69 target price ($52 + $17). However, given the disparate nature of the assets and investors’ preference for pure plays, we believe that an above-average conglomerate discount is likely required to entice investors." — James Kawai, SunTrust Robinson Humphrey, 11/14/12; "Our sum of the parts ... suggests a valuation closer to $55, but we agree that the market is unlikely to properly reward either the steel or the bearing business for the secular improvements they have made as long as these businesses remain combined." — Stephen Volkmann, Jefferies Group, 11/29/12; "In the long run, however, we agree with Relational and CalSTRS’s positioning that the company would perform better if it separated into two separate entities." — Samuel Eisner, William Blair, 11/28/12"

"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"

""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"

"“Evidence strongly suggests that the time commitment required to be an effective board member... has jumped in recent years.” — ISS 2016 Proxy Policy Update; “We believe the volatility of this situation, including Elliott's push for [Dr.] Kleinfeld to be removed from his position as CEO of Arconic, may further distract from [Dr.] Kleinfeld's board commitments at the Company.” — Glass Lewis, 2017 HPE Proxy Paper; “There isn't a corporate/shareholder event of prestige Klaus often declines so as to put in more hours at the office...” — Cara Goldenberg, Value Walk, May 15, 2016"

""...the presence of an activist investor suggests that shareholder friendly capital allocation focus could persist...Activist investor Starboard Value reported acquiring an 8.4% stake in Huntsman on September 28, 2021 and shortly thereafter publicly shared slides noting, among other things, "We believe there is a meaningful opportunity for margin improvement." As such, we think operational efficiency potential or portfolio management announcements are likely to remain top of mind over the near-to-medium term." — Morgan Stanley, November 2021"

"The United States has significant concerns with the planned rule changes under the Proposed Settlement. Evidence from other multiple listing services suggests that merely tweaking a buyer-broker commission rule to allow zero-percent commissions does little to “unfetter a market from anti-competitive conduct and ‘pry open to competition a market that has been closed by defendants’ illegal restraints.’” — DOJ Statement of Interest in Nosalek v. MLS Property Information Network, Inc."

"We are upgrading shares of Plug to Buy (from Neutral) as the company passes an inflection point. We expect valuation to be driven by visibility for Plug continuing on impressive revenue growth trajectory, outlook for record revenue and EBITDA in 4Q19, and material EBITDA profitability in 2020. The outlook for 2020 where we forecast material EBITDA production of $35.5m suggests Plug is clearly passing an inflection point. — Sell-side analyst report"

""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"

"Müller: I'll start with something easy. Mr. Tüngler, Ströer Venture. Ströer Venture is, as its name suggests, a vehicle that we will use to invest in promising, mainly digital, business models where we are not yet sure whether or not they will form part of our core business in the short and medium term, but where we see the potential that they may do so in the future. That is why we founded Ströer Venture. — Udo Müller"

"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."

"How can TurboTax disclosed Paying ARPR only increase 7% from 2020 to 2023 when (1) Online and Live average list prices rose 10% and 9%, (2) Intuit launched the highest ASP Full Service offering in 2021, and (3) we estimate that higher list ASP Live as a percent of total paying returns grew from 7% to 18% over the same period. We believe this suggests weak price realization."

"It sounds as if IPX's potential customer funnel has been dramatically reduced. After indicating that 200 potential customers had signed NDAs in October 2024, IPX said customer activities accelerated by June 2024. IPX now says it counts ~100 active potential customer programs which suggests that at least 50% of the potential customer pool may have already declined interest."

"“potent inhibitor of CYP2D6 and hERG” — Raddatz et al. “our laboratory findings suggest that CYP2D6 inhibition...would likely be important hurdles for this novel compound” — Abbott scientists. “in vitro profiling in our laboratory (and others) suggests that BF2.639 [pitolisant] has both a CYP2D6 liability...and potent hERG channel K+ blockade.” — Evotec scientists."

"The previous study covered MAUDE data through 2021. Our review from 2018 to the present shows Aquablation has resulted in 24 deaths since FDA approval. Moreover, FDA adverse event data suggests Procept's transfer of manufacturing operations to a new location in Q3 2023 resulted in above-trend equipment malfunctions, suggesting poor execution at patients' expense."

"Procept’s “utilization” definition is handpieces “purchased”, not handpieces “used”. If handpieces “purchased” overstates known US procedures (as the Company’s proxy disclosure suggests), and if rising DSOs are indicative of hospitals ordering more handpieces than they need, then not only is Procept’s “utilization” metric overstated, it might even be meaningless."

"Sell-side promoters are divided on Zebra, and there is even one analyst with an underweight opinion and market perform rating and a $290 per share price target. We believe that even that is overly optimistic because analysts fail to conduct a rigorous forensic review of Zebra's recent acquisitions and financial reporting which suggests more issues lie ahead."

"While DuPont may portray Trian’s involvement as intrusive, history suggests the result is enhanced performance and long-lasting, collaborative relationships with management and other board members; perhaps best evidenced by Trian’s continuing relationships with Bill Johnson, Arthur Winkleblack and Dennis Reilley (Heinz) and Dennis Kass (Legg Mason)"

"While DuPont may portray Trian’s involvement as intrusive, history suggests the result is enhanced performance and long-lasting, collaborative relationships with management and other board members; perhaps best evidenced by Trian’s continuing relationships with Bill Johnson, Arthur Winkleblack and Dennis Reilley (Heinz) and Dennis Kass (Legg Mason)"

"While DuPont may portray Trian’s involvement as intrusive, history suggests the result is enhanced performance and long-lasting, collaborative relationships with management and other board members; perhaps best evidenced by Trian’s continuing relationships with Bill Johnson, Arthur Winkleblack and Dennis Reilley (Heinz) and Dennis Kass (Legg Mason)"

"While DuPont may portray Trian’s involvement as intrusive, history suggests the result is enhanced performance and long-lasting, collaborative relationships with management and other board members; perhaps best evidenced by Trian’s continuing relationships with Bill Johnson, Arthur Winkleblack and Dennis Reilley (Heinz) and Dennis Kass (Legg Mason)"

"While DuPont may portray Trian’s involvement as intrusive, history suggests the result is enhanced performance and long-lasting, collaborative relationships with management and other board members; perhaps best evidenced by Trian’s continuing relationships with Bill Johnson, Arthur Winkleblack and Dennis Reilley (Heinz) and Dennis Kass (Legg Mason)"

"While DuPont may portray Trian’s involvement as intrusive, history suggests the result is enhanced performance and long-lasting, collaborative relationships with management and other board members; perhaps best evidenced by Trian’s continuing relationships with Bill Johnson, Arthur Winkleblack and Dennis Reilley (Heinz) and Dennis Kass (Legg Mason)"

"Assuming Mettler made the $242m of permanent capital injection into the HK entity, our working theory is that it would have experienced a capital shortfall and needed to raise more debt. However, the fact that it did not suggests it maybe shuffling the money around internally, potentially to show auditors in China evidence of accumulated profits."

"pitolisant is a “potent inhibitor of CYP2D6 and hERG”; “our laboratory findings suggest that CYP2D6 inhibition...would likely be important hurdles for this novel compound”; and that “in vitro profiling in our laboratory (and others) suggests that BF2.639 [pitolisant] has both a CYP2D6 liability...and potent hERG channel K+ blockade.”"

"We find no evidence that Kornit is hiring in Japan or has opened a Japanese office. It relies on two distributors in the country, and has only one regional manager we could identify, who has been with Kornit just one year. This suggests that Kornit is not prepared to grow with Amazon in Japan and may have already lost the business."

"Using the Wayback Machine, we find troubles with key performance indicators reported by Burgiss. Burgiss consistently referenced serving over 1,000 clients since 2019. However, now MSCI says it has approximately 1,000 clients. This suggests that the Company's client count has been stagnant to potentially down over four years."

"Spruce Point fact-checked C3's claim from a May 23, 2018 press release announcing a partnership with Intel. We observe that on the same day C3 announced the alliance, Intel also issued a press release about enterprise AI, without referencing C3.(1) A review of Intel's website suggests limited evidence of a deep partnership."

"GILEAD scientist with five years of experience with BLI, across several large pharma/biotech companies, is one of the most experienced users and has declined to recommend purchase at Gilead; suggests BLI's pipeline has dwindled in last 4-6 months; "limited market" with competing technologies about to take share."

"“DuPont’s inability to deliver on Kullman’s agenda suggests that she needs more help to overcome the 100+ years of history and the inertia that comes with that; Trian can be Kullman’s best ally. For shareowners, Trian’s impact is already very clear.” — CLSA “4Q14: Just the outlook” analyst report on DuPont"

"“DuPont’s inability to deliver on Kullman’s agenda suggests that she needs more help to overcome the 100+ years of history and the inertia that comes with that; Trian can be Kullman’s best ally. For shareowners, Trian’s impact is already very clear.” — CLSA “4Q14: Just the outlook” analyst report on DuPont"

"Ares Capital marked Soil Safe's equity at zero and booked a $13m “net realized gain”. This suggests the deal was close to the value of the debt's fair value. The double digit interest rates paid by Soil Safe at a time of ultra low borrowing costs illustrate that Soil Safe was a deeply distressed company."

"DuPont’s inability to deliver on Kullman’s agenda suggests that she needs more help to overcome the 100+ years of history and the inertia that comes with that; Trian can be Kullman’s best ally. For shareowners, Trian’s impact is already very clear. — CLSA “4Q14: Just the outlook” analyst report on DuPont"

"By closely examining the composition of WD-40's inventory accounts, we observe that Finished Goods make up an increasing percentage of the overall balance, and more than prior to entering the last crisis. In our opinion, this suggests that inventory is building up and not selling-through to customers."

"Spruce Point has discovered that BR was recently advertising to hire a new Chief Accounting Officer. Yet, what happened to David J. Lisa? His LinkedIn profile suggests he's still with BR.(1) If there has been a transition in accounting leadership, why did BR not file an 8-K to disclose his departure?"

"Spruce Point believes Ballard investors should be cautioned by its history of partnership failures in China, notably Azure in 2013-15. Our on the ground due diligence strongly suggests this time around with Synergy/Broad Ocean will result in disappointment and a significant stock price correction."

"Spruce Point observes two conflicting stories around the departure of Mr. Glover from Blucora. The public press release says he resigned, which suggests his departure was voluntary. However, the proxy statement later described him as a terminated executive and having received a severance payment."

"Despite the seemingly sound logic of single embryo transfer, research suggests that PGNY’s claims that this practice will ensure the reduced incidence (and, most importantly, resultant costs) of pre-term births are questionable, or at least provide an incomplete picture of the aggregate outcomes."

"We believe Limbach significantly overstates its free cash flow, which in turn inflates its reported Adj. EBITDA-to-FCF conversion rate. While the Company claims an 80% conversion rate over the past six years, our Spruce Point-adjusted FCF analysis suggests the true figure may be less than 60%."

"Note that the announcement states that these farms were designed for beef ranching, which strongly suggests that the farms were never intended to be operated by Huishan, and that the plan all along had been to use Huishan investors’ money to build beef cattle ranches for Chairman Yang."

"The deterioration of Skechers' cash flow margins since 2018, coupled with a history of mismatch between its CFO and net income (before non-controlling interest) and thus highly suspect earnings quality, suggests that something is fundamentally wrong with the Company's financial model."

"Since Soleno appears to have forgotten to change the fasting glucose graph from the original dataset, we can calculate associated HbA1c values - which suggests to us that the new HbA1c numbers are simply made up to fit a misleading narrative that entry ITT were already prediabetic."

"Petitioner is aware of three reports in recent weeks of young patients hospitalized for potential heart failure shortly after starting VYKAT XR. In the last few days, new information has emerged which suggests the total number of hospitalizations may be seven patients or higher."

"The evidence suggests that Axon has aggressively recognized revenues. These aggressive accounting choices were known to be blessed by Arthur Andersen, the now defunct auditor, that famously signed-off on Enron’s financial statements and was charged with obstruction of justice."

"Is nearly all of HIMS’ mental health physician organization operating without a valid corporate registration? Our research of PC laws in several states, including California, suggests that a current registration is required for healthcare-related entities to operate legally."

"Industry sources suggest that MGPI's key customers are Diageo, High West, Sagamore Spirit and Templeton Rye. Each of these customers (as well as Terresentia) are adding their own production capacity and storage which suggests they may no longer need to do business with MGPI."

"Based on stock sale transactions and IPO filings, it appears as though both Matrix and Purple Sky owned the entirety of Momo’s A-1 preferred shares. This is irreconcilable and suggests that one or both vehicles may have been used to enrich Momo insiders prior to the IPO."

"While the overall number of WFG agents continues to grow, multi-ticket agents, or agents who write more than 1 policy in a year, actually fell sequentially in Q3'24. This suggests productive agents may be leaving WFG, potentially as a result of GFI's recruiting efforts."

"This suggests that Aegon's senior leadership is not only aware of Guillermo's ongoing involvement with the organization, despite his past conduct, but also allows him to hold a role of such significance that he is permitted to present openly at WFG's annual convention."

"Aside from the overall amount of revenue and deferred revenue being implausible - we estimate $6.3MM of deferred revenue per Allonnia employee - the timing of when Ginkgo booked these amounts from Allonnia strains credibility and suggests they are clearly fictitious."

"Our analysis suggests that a sale to one of the many well-capitalized buyers likely to engage in a process would deliver a meaningful premium relative to where Forward Air's shares have traded over the last 12 months, while eliminating further risk for shareholders."

"From Company disclosures regarding the sales histories and pro-forma revenue contributions of recently-acquired businesses, our analysis suggests that Hill-Rom’s acquisitions consistently show top-line contraction immediately following their acquisition by Hill-Rom."

"But a detailed examination of the trial design and the results suggests that Convergent will end up at the same impasse as AtriCure's prior minimally invasive endeavors – an overly complicated procedure offering few incremental benefits for the incremental cost."

"The letter’s tone suggests alarm, noting ~108,000 MDR’s (medical device reports) received by the FDA including ~78k injuries, 29k malfunctions, and 500 deaths – and concludes by urging providers and patients “to report any adverse events...with SCS” to the FDA."

"Total receivables have ballooned 456% in the same period that revenues have grown 99%. This suggests that Axon has booked revenues, generally associated with the weapon (and body cam), in advance of its ability to collect on these sales in a timely fashion."

"The fact that Bob Chapek was abruptly fired five months after the Board unanimously agreed to extend his contract by three years suggests the Board lacks a robust CEO succession process and completely misread the state of Disney’s & Bob Chapek’s performance"