Callouts & quotes from 3,960+ activist slides

"HIMS has made celebrity endorsement campaigns a cornerstone of its marketing effort. While these efforts have increased awareness, and we welcome the Company’s attempts to destigmatize certain conditions, we believe such efforts do little to build medical credibility or appeal to a broader audience beyond the Company’s core young demographic."

"HIMS has made celebrity endorsement campaigns a cornerstone of its marketing effort. While these efforts have increased awareness, and we welcome the Company’s attempts to destigmatize certain conditions, we believe such efforts do little to build medical credibility or appeal to a broader audience beyond the Company’s core young demographic."

"Ms. Ehrling has talked about Telia’s ability to operate in accordance with “Nordic heritage and culture”, the company has, as far as we can tell, completely failed to try to make any past employees, advisors, or counterparties accountable for actions — actions that we believe have done far more damage to TeliaSonera than investors appreciate."

"This implies the real estate agent population could see a dramatic decline in the U.S. with minimal impacts to the consumer experience. We believe this would compound the issue of lower commissions for Zillow; not only would agents make less money, but there would be fewer of them to purchase Zillow’s services and/or to partner with on Flex."

"We believe that an effective and well-functioning board that has appropriate governance structures to facilitate oversight of a company's management and strategic initiatives is critical to the long-term financial success of a company and the protection of shareholders' economic interests — BlackRock Proxy Voting Guidelines for US securities"

"Spruce Point believes investors should be skeptical of the continued outperformance of PERI’s share price. PERI recently announced a CEO transition plan and then disclosed concerning revisions to accounting policies in its annual report. Insiders have been repeatedly liquidating shares and PERI reported its first cash flow decline in years."

"“For 2012, the compensation committee used Adjusted EBITDA as the sole performance metric under the annual and long-term incentive compensation programs because it believes that Adjusted EBITDA provides a simple and understandable measure of our recurring profitability and it is highly correlated to our stock price performance” — 2012 Proxy"

"We believe the Board's actions and preference for the status quo make it clear that the Board needs direct representation for common stockholders and new independent directors who will bring fresh perspectives, true independence, and a renewed sense of accountability to the Company, while putting the interests of common stockholders first."

"“Celgene has guided a 2020 approval date, and $3B in potential peak revenues. While we view the likelihood of a 2020 approval as high, we believe the potential peak sales will be closer to $1.2B. As a third to market product in a developing market wherein sales have been modest thus far, this guidance is aggressive…” — Cowen, February 2019"

"The poor economics of this business, in our opinion, fuel SOFI's need to issue equity. While there could be strategic value to the Student Loan business, given its direct economic costs, we believe that SOFI's principal reason for originating at these levels is to meet targets for management bonuses through manipulating their Fair Values."

"We view Dropbox as having no economic moat due to its lack of competitive advantage. While Dropbox boasts over 500 million active users and stores over 400 billion pieces of content, we do not believe that either of these create a network effect or produce significant switching costs for users. — Morningstar Analyst John Barrett, Feb 2019"

"Trian believes Mr. Winkleblack's substantial executive experience, including almost 12 years of service as Executive Vice President and Chief Financial Officer of H.J. Heinz Company, provides him with knowledgeable perspectives on strategic planning, international operations, acquisitions and divestitures and cost and financial controls."

"Trian believes Mr. Winkleblack’s substantial executive experience, including almost 12 years of service as Executive Vice President and Chief Financial Officer of H.J. Heinz Company, provides him with knowledgeable perspectives on strategic planning, international operations, acquisitions and divestitures and cost and financial controls."

"Trian believes Mr. Winkleblack’s substantial executive experience, including almost 12 years of service as Executive Vice President and Chief Financial Officer of H.J. Heinz Company, provides him with knowledgeable perspectives on strategic planning, international operations, acquisitions and divestitures and cost and financial controls."

"With the largest component of Hill-Rom’s PP&E facing a maximum ten-year useful life - the same period over which management appears to have delayed capital spending - we believe that the Company may be forced to ramp up capital spending substantially in the coming years simply to support maintenance capex, to say nothing of growth capex."

"With the largest component of Hill-Rom’s PP&E facing a maximum ten-year useful life – the same period over which management appears to have delayed capital spending – we believe that the Company may be forced to ramp up capital spending substantially in the coming years simply to support maintenance capex, to say nothing of growth capex."

"We believe Nuvei's talk about having to “accelerated investments” that are being pulled forward from 2022 into 2021 is a negative development that dovetails with our research findings that many of its technology processes are dated, and that its easiest high risk, higher margin business that benefited results recently won't be repeated."

"“Then that's the reason why we believe that we do have some technological edge to making those motors for drones, and that's the reason why we are just educating in that area.” — Masuo Yoshimatsu, Q1 2015 Call. “Then for that point [haptic], we do believe that we have technological superiority over our competitors.” — Nidec FY2014 Call."

"By following this plan, we believe Macy's has the opportunity to create significant value for shareholders and massively improve its share price to approximately $70 per share (before value creation from further improved operations and credit card earnings), while maintaining its cash flow and real estate flexibility and reducing risk."

"Given what we believe to be management and the Board's history of questionable decision making, how can shareholders trust the Company to rush this critical decision when management repeatedly refuses to share one of the most important assumption affecting the value that shareholders should expect to receive in a Red Lobster spin-off?"

"Despite Heska’s efforts to paint a picture of a transformed company, we believe the evidence (including SEC filings, supplier contracts, legal discovery, reported financials, R&D spend, capital investment, business practices, and actual product shipping in the market) indicates that Heska’s business has changed very little, if at all."

"FIGS points to its design innovation, such as bringing the 'jogger' pant style (which has existed for years in the realm of athletic wear), to the scrubs market. We do not believe such design introductions to provide a sustainable advantage. Searching for jogger pants on Uniform Advantage yields 113 options in a vast array of colors."

"What makes WTRG’s Board believe that the CEO of Lancaster Colony (a food company) is an “Audit Committee Financial Expert”? Examining his work experience dating back to 2002 shows that he held predominately food marketing roles and we find no evidence he has served on any other public company audit committee before this current role."

"We believe the competitive landscape for HIMS has become significantly more crowded over the past two years. The Company faces new threats from some of the largest online platforms in the world as well as focused upstarts targeting specific product areas. We believe HIMS' has a historical pattern of understating competitive threats."

"Aegon trades at a slight discount to its peer median. However, we believe the Company deserves a deeper discount due to the considerable operational risk that exists in its Americas segment; we do not believe the Company's sell-side analysts have given proper attention to the risk that WFG's MLM structure presents in their analysis."

"Some of these changes to the competitive landscape will be familiar to Align investors. Others will not. Spruce Point believes, however, that, taken as a whole, these developments will (and are beginning to) drive seismic shifts in the economics of the clear aligner space, which was until recently occupied by just one major player."

"“I do believe that, but it's inflated by two customers and I know they won't tell you, but I know, they acquired a very large gambling contract (one of the biggest in the UK), which, contributed a lot more growth to it, but also, you know, where they are focused at the moment, enabling new gambling regions.” — Former Nuvei Employee"

""TurboTax and H&R Block now use AI for tax advice. It’s awful." — Geoffrey A. Fowler, Washington Post. "We have always believed our customers can benefit most from the power of AI, bringing professional grade resources to individuals that need it most around the world, tipping the odds in their favor." — Sasan Goodarzi, Intuit CEO."

"We believe sell-side targets do not account for the structural risks that exist in the Company due to Aegon's significant reliance on WFG to drive financial results, nor does it properly account for potential continued weakness in the international business or the potential for earnings volatility in the asset management business."

"Amazon, the most dominant retailer in the world, lists Califia Farms Oat Milk as its “Best Seller”. We believe Oatly has a poor product placement on the website and is being pushed farther down on search results according to our recent tracking. We observe that Oatly’s price per fluid ounce is $0.30 cents, or 3x Pacific Oat milk."

"We have selected candidates who have directly relevant experience and skill sets in areas that we believe would be of substantial value to the Board, including expertise in dollar store and broader retail operations, integration and restructuring, mergers and acquisitions, strategic transformation, and public company governance."

""Hess is a company with great assets that I believe are not being valued appropriately in the market. I am excited not only to apply the lessons I have learned at Ultra to Hess’s operations in the Bakken, but also to help Hess achieve its potential and realize value for all stakeholders: shareholders and employees." — Mark Smith"

"Now, as pandemic-era spending dries up and district staffing costs have ballooned to their highest levels ever, Spruce Point believes that school districts across the country will face a major fiscal cliff, effectively ending the gravy train of federal funding that ed-tech companies have been milking for the past several years."

"We believe Stryker's 2018 acquisitions were abysmal. It spent $2,451 million on acquisitions (and recorded an additional $108 million for acquisition and integration related charges), which contributed $236 million of revenue. However, according to the proxy statement, the operating income contribution was negative -$3 million."

"We operate in the cyclical semiconductor industry where there is seasonal demand for certain of our products. While we are not immune from current and future industry downturns, we have targeted product and market areas that we believe have the ability to offer above average industry performance over the long term. — MPWR 10-K"

"“First of all, direct to consumer sales in our product category globally currently represents 0.3% of sales. I'm not saying that to indicate that it's not a potentially important tool for us. I believe it is...I do not want this to be taken wrong way but I don't see a mass move” — P&G Management, October 25, 2016 Earnings Call"

"Given the recent deterioration of the Exchange's financial performance and historical precedent, we believe it is increasingly likely that ERIE's management fee will decline for the first time in decades which could reset earnings expectations by approximately 20% and slow premium growth at the Exchange over the coming years."

"We believe Stryker's 2019 acquisitions were abysmal. It spent $802 million on acquisitions (and recorded an additional $208 million for acquisition and integration related charges), which contributed $354 million of revenue. However, according to the proxy statement, the operating income contribution was negative -$7 million."

"We believe the issues at SnapAV are just a microcosm of ADI’s overall problem. For example, one of the growing issues can be seen with Samsung, which ADI lists as a “Featured Brand”. Samsung also offers products direct and is actively promoting its “Business Account” program that offers volume discounts and financing options."

"We believe Prestige is overvalued on both a revenue and EBITDA basis. Given Prestige's poor organic growth prospects, lack of competitive advantage, eroding market share, declining financial transparency, low quality management and governance practices, it is well justified for the Company to trade at a discount to its peers."

"We never cease to be surprised by what Wilson says. At the Stifel Conference in June 2021, Wilson claimed regarding the Element AIM, "we're not changing veterinarian behavior." We find this surprising, since we believe doing more point of care fecal testing AND buying from Heska would both be material changes in vet behavior."

"We believe that while the vast majority of distributors earn little to no income, those who do are rewarded primarily for recruiting new distributors. Based on public data and the assumptions detailed in our presentation, we believe that recruiting-related rewards constitute over 90% of the earnings of Herbalife distributors."

"In its 2019 IPO prospectus, PGNY references its treatment outcomes (most often referred to as "superior" or "optimal") a whopping 57 times, and the Company frequently references its superior outcomes data relative to non-members, both in-network and outside the PGNY network of clinics. We believe these claims are disputable."

"Heska's gross margins generally fall between those of high value-added diagnostic equipment companies and pure animal health distributors. Heska's EBITDA margins fall below those of nearly all possible comparable companies. We believe this is indicative of Heska's lack of proprietary technology and poor competitive position."

"We believe Skechers' stock price has been largely driven by outsized China growth. Absent the China story, we believe Skechers is “just” a moderate growth, “fast follower” shoe company that will likely never be able to compete with the performance athletic shoe companies that have vastly larger markets and stronger brands."

"Spruce Point believes there is little margin for error in food manufacturing, since the slightest mistake can cause contamination, illness, and even death. The repercussions could be long-lasting and tarnish the manufacturer's brand. We've noticed a recent uptick in product recall notices by Saputo, particularly in Canada."

"In the Company’s August 2021 investor presentation, PGNY uses the fictional treatment scenarios of “Sarah” to highlight the scary downsides of conventional treatment paths and the superior outcomes achieved through its more intensive treatment protocol. However, we believe PGNY’s pitch contains numerous misrepresentations."

"We believe PGNY's intimation that “Sarah” suffered a miscarriage due to the lack of PGT is marketing fluff. We believe PGNY is capitalizing on patients' (often reasonable) assumption that the increasing use of new technologies must improve health outcomes. Once again, the actual science does not fully support their claim."

""Those on Wall Street cannot resume taking risks without regard for the consequences, and expect that next time, American taxpayers will be there to break the fall." — President Obama. "For a market to function, those who invest and lend in that market must believe that their money is actually at risk." — President Obama."

"We believe the market wildly overvalues the entirety of BR by not considering that 40% of its business is tied to low/no margin distribution revenue and services such as credit statement printing. Its gross margins and capex spending (due to aggressive capitalization of costs) are vastly below financial technology peers."

"We identify at least four factors that are temporarily inflating OCF by an estimated 67%-78%. We also point out numerous errors and inconsistencies with management's figures. We believe at best, these are just sloppy errors, and at worst case these are intentional acts by management to obscure its strains from investors."

"We are short CTO Realty Growth (CTO) because we believe this management team, like our old friends at B. Riley (RILY), are lying to investors about the sustainability of their dividend while enriching themselves and are willing to engage in accounting shenanigans like using a sham loan to cover up a top tenant’s failure."

"At the end of the day, we believe LODE has failed to deliver on its corporate promises, has a subpar CEO, and illiquid assets of little productive value. We believe the LiNiCo transaction won't succeed and that investors should value LODE at a multiple of its cash. Our price target is approximately $0.35 - $0.70 /share."

""I have been disappointed by what I see as a breakdown in effective corporate governance at Phillips 66." — Greg Goff; "I firmly believe the company can restore its prior stature as a leader in the energy industry, but only if it makes the kinds of operational and strategic changes that are urgently needed." — Greg Goff"

"Two of the incumbent nominees oversaw the substantial value destruction that we believe occurred at BOTH Red Lobster and Smokey Bones, and three were on the Compensation Committee that, as described later, put into place an incentive structure we believe that encouraged excessive spending as the answer to every problem"

"Shareholders asked the Company to pause and reconsider what we believe to be a value destructive plan to separate Red Lobster with a substantial majority of shareholders formally requesting that Darden hold a special meeting to discuss this very topic, and the Board blatantly ignored shareholders’ clearly stated wishes"

"Two of the incumbent nominees oversaw the substantial value destruction that we believe occurred at BOTH Red Lobster and Smokey Bones, and three were on the Compensation Committee that, as described later, put into place an incentive structure we believe that encouraged excessive spending as the answer to every problem"

"Shareholders asked the Company to pause and reconsider what we believe to be a value destructive plan to separate Red Lobster with a substantial majority of shareholders formally requesting that Darden hold a special meeting to discuss this very topic, and the Board blatantly ignored shareholders’ clearly stated wishes"

"Valuing FSCT shares at a more conservative multiple – below that of its purported peer group – and taking into account (A) management’s unreleased guidance and (B) the potential impact of the pandemic on sales, Spruce Point believes that FSCT shares are worth 50%-60% less than the $33 price set by the merger agreement."

"While the difference between separating all or parts of beverages is ~$8 per share in value, we believe the intangible benefits of separating the entire business are considerable: 1) creates two pure-plays; 2) preserves global brands; 3) maximizes probability of value-add strategic moves for each business in the future"