Callouts & quotes from 1,012+ activist slides

"We find it interesting that Amdocs not only tends to hire from a pool of "connected insiders," but that it has gone so far as to bring former directors and executives out of retirement to fill roles rather than seek capable outsiders."

"Norfolk Southern’s transformation is at an inflection point. The board of directors has taken action to strengthen our business, protect our franchise, and ensure Norfolk Southern is positioned to deliver long-term shareholder value."

"believes these high against / withhold votes are likely related to the directors service on the Company’s compensation committee...during which time the Company received an “F” grade in our pay-for-performance analysis. — Glass Lewis"

"“Our Board of Directors believes that the number of shares currently remaining available for issuance under the ESPP and the annual Evergreen Provision increase will not be sufficient for our future needs.” — Box 2021 Proxy Statement"

"While Maria Elena Lagomasino has overseen three problematic CEO succession processes as a director, Nelson Peltz has overseen several effective leadership transitions that have been well-received by shareholders and other observers."

"Phillips 66's Annual Meeting is scheduled to be held virtually on May 21, 2025. We strongly urge you to vote the GOLD card FOR Elliott's outstanding slate of director nominees, and FOR our proposed corporate governance enhancements."

"While Maria Elena Lagomasino has overseen three problematic CEO succession processes as a director, Nelson Peltz has overseen several effective leadership transitions that have been well-received by shareholders and other observers."

"AOS's VP and Financial Controller, previously Director of Accounting, directly owns less than 1,100 shares (~$53,000) and holds limited stock options. For an AOS employee at the Company 17 years, the Controller has little “at risk”."

"“serves on an excessive number of public company boards, which we believe raises substantial concerns about the director's ability to exercise sufficient oversight on this board” — BlackRock (in their voting rationale for Item 5.9)"

"strengthen the Board of Directors, adding the necessary capabilities to oversee large capital deployment in areas which are not BP's core business and have BlackRock's non independent director Pamela Daley removed from BP's Board."

"We believe that Ms. Schnabel’s substantial business experience and financial background, coupled with her extensive experience serving as a director of public and private companies, would make her a valuable addition to the Board."

"Based on concerning actions taken by the current Board over the past few months, shareholders should have no reason to believe these directors have the strength and independence to hold management accountable for its new promises."

"We believe that Ms. Schnabel’s substantial business experience and financial background, coupled with her extensive experience serving as a director of public and private companies, would make her a valuable addition to the Board."

"His 40- plus years of global operating experience, financial expertise, consistent performance and an impressive track record serving on the boards of directors of public companies, will make him a valuable addition to the Board."

"This group of director nominees has already begun to put together a 100-day plan to ensure that the Board can work quickly and seamlessly with management to lay the foundations for executing our longer-term strategic initiatives."

"Allied's auditors, Arthur Andersen LLP, either would not, could not, or did not feel they were required to provide Allied's Board of Directors and Shareholders in 2001 the following assurance they had provided in previous years."

"We believe McDonald’s needs independent directors who will drive the Company’s commitments to ESG, including animal welfare, forward and protect shareholders’ interests because the current Board has historically failed to do so."

"Apparently, Spruce Point isn't the only one that has reservations about Director Harker's fitness for the Board. We see that she has consistently received the largest number of votes against her for the annual Director election."

"On behalf of Ancora’s clients, the destruction of value at Forward Air since 2023 by Chair George S. Mayes, Jr., Director Javier Polit and Director Laurie A. Tucker requires Ancora to attempt to remove the problematic directors."

"In stark contrast, the four incumbent directors we are seeking to replace, who have collectively reaped millions in Board fees, have only purchased 78,000 shares of Office Depot common stock in the market in the last ten years."

"“There has been no change in the scope of the audit.” — Mr. Walton, Allied’s CEO. “the accountant does not function as an appraiser and is not expected to substitute his judgment for that of the company's directors.” — ASR 118."

"We determined that Ms. McIntosh's experience in the public education sector and her experience serving as an advisory board member qualify her to serve as an independent director on the Board. — PowerSchool 2023 Proxy Statement"

"Prior to Starboard’s involvement, Huntsman ONLY ADDED directors to an otherwise entrenched Board. Huntsman in fact went out of its way to NOT REFRESH interconnected directors by repeatedly waiving mandatory retirement policies"

"An oversized board (16 directors vs. 10.8 of S&P 500) with low percentage of independent directors (62.5% vs. 85% S&P 500), very long tenure (10 years vs. 7.8 years of S&P 500) and low women participation (31% vs. 33% S&P 500)"

"An oversized board (16 directors vs. 10.8 of S&P 500) with low percentage of independent directors (62.5% vs. 85% S&P 500), very long tenure (10 years vs. 7.8 years of S&P 500) and low women participation (31% vs. 33% S&P 500)"

"“I would say it’s getting worse. I can notice. They used to be not that delayed. They could still keep a majority of their orders on time. But recently, I think it’s just getting worse.” — Former Twist employee, director-level"

"PowerSchool claims that Amy McIntosh is an "independent" director. However, we question her fitness to the Board given her director role at EAB Global, a reseller owned by Vista Equity, the largest voting control shareholder."

"TO US, IT APPEARS THAT THE REAL REASON PHILLIPS 66 REBUFFED MR. GOFF HAS NOTHING TO DO WITH HIS INDEPENDENCE FROM ELLIOTT, AND EVERYTHING TO DO WITH HIS INDEPENDENCE FROM CEO MARK LASHIER AND THE COMPANY’S BOARD OF DIRECTORS."

"Land & Buildings seriously questions whether the NHI directors can faithfully execute their fiduciary duties to shareholders given their longstanding professional and personal relationships with Robert Adams and Andrew Adams."

"In reality, Mr. Fife is not a truly independent director, and as a senior advisor to BC Partners, we believe he will still be heavily inclined to protect BC Partners' interests above the interests of the common shareholders."

"Insiders have been aggressive sellers of DXCM shares throughout the history of the Company, and sold in particular size as the stock ran up in 2015. Insiders and directors now own just 1.8% of shares, down from 8.2% in 2012."

"Rather than constructively engage with shareholders over legitimate concerns, the Board instead chose to hastily remove four committee chairs and appoint three new directors, two of whom lack public company board experience."

"We believe that the presence of Petit on INS's board of directors is indicative of potential lack of oversight/accountability for top-management, and that INS's board may not be working in the best interests of shareholders."

""With China's industrial upgrade, our country should be able to own independent and controllable key technologies. AI chip is China's opportunity to catch up in the semiconductor sector," said Leiwen Yao, director at Tencent"

"“Smith gestured to the hunting ground and said, ‘See those woods over there, well in the South, we take people out there that don’t understand our way and behave good’” — Alleged quote by Director Tim Smith cited in lawsuit."

"This does not look to us like a Board that is trying to do everything it can to get votes in, and exploring all options to implement annual director elections in line with good governance and the clear will of shareholders."

"This does not look to us like a Board that is trying to do everything it can to get votes in, and exploring all options to implement annual director elections in line with good governance and the clear will of shareholders."

"“The three new independent directors, Messrs. Chenault, Miner and Seams, were each recommended to the Board and the Nominating Committee by Michael Reich & Associates, a third party search firm.” — Tessera's proxy materials"

"The Secretary of our Company, Johnathan Lindsay, is the son of Alan Lindsay, a director of our Company; otherwise, there are no other family relationships among our directors or officers. — UEC Prospectus, November 23, 2005"

"The policy is a practical approach to enhance Board accountability to shareholders, align with governance best practices and respond to the recurring strong support from Phillips stockholders for annual director elections."

"We would therefore welcome the opportunity to meet with the Special Committee and its advisors, and, as appropriate, other members of the Board of Directors and senior management when you are ready to discuss our proposal."

"We believe the targeted directors cannot be trusted to act in shareholders' best interest. We call on the Board to immediately engage with all potential buyers, including Clearlake, instead of prolonging the sale process."

"Taubman's Board of Directors focuses only on the issuance outlined in option B, ignoring option A, which is to eliminate the dual-class voting share structure through a negotiation between the Board and the Taubman Family"

"“Agrium's Retail segment is under-earning” — Piper Jaffray, 12/2/12; “Agrium's management should engage with serious consideration many of the issues JANA and its proposed Directors bring up on costs” — Barclays, 12/13/12"

"We believe Huntsman asked Ms. Lin to join the Board during settlement discussions with Starboard earlier this year because of her significant experience as a public company director serving in all public board functions."

"After two years as CEO, Dr. Kleinfeld re-combined the Chairman and CEO positions. Since then, Dr. Kleinfeld has held both positions. But a lead independent director can be just as good as an independent chairman, right?"

"The company's shareholder Ding Kunming has resolved: 2. Remove and replace Wu Yonghua as Executive Director and Legal Representative with Ding Kunming. 4. Remove and replace Yan Yongle as Company Supervisor with Li Dan."

"Rather than putting the best people in place to drive shareholder value, the Board seems to be making costly deals and poor decisions at the expense of shareholders in order to insulate Mr. Shaw and incumbent directors."

"Past performance is the best indicator of future performance... Without change, shareholders are placing their trust in the same directors who approved strategies that destroyed billions of dollars of shareholder value"

"Director Geller's Nova biography highlights his involvement in Parkit and DealFlow which are shown on Leonite Capital's archived website. However, there is no mention of the firm's involvement in MetroButler of Nexeon."

"serves on an excessive number of public company boards, which we believe raises substantial concerns about the director's ability to exercise sufficient oversight on this board — BlackRock (in proxy voting disclosure)"

"If this transaction has been partly motivated by political considerations, explain why the Airbus board directors are not in breach of their fiduciary duty to act in the best interests of Airbus and its shareholders."

"We Believe That Viacom is Significantly Undervalued Relative to its Peers and Assets and Can Deliver Material Returns Over The Long-term For Its Shareholders With Changes Made to its Leadership and Board of Directors"

"Excluding current board members elected as a result of the Company's settlement with Starboard, 75% of new independent directors / nominees since spin-off have had strong interconnections with existing board members!"

"We look forward to providing shareholders the opportunity to vote for new, highly qualified directors who will help the Company close the valuation gap and set it on the right course toward long-term value creation."

"Rather than constructively engage with shareholders over legitimate concerns, the Board instead chose to hastily remove four committee chairs and appoint three new directors who largely lack public board experience."

"We will vote AGAINST these three directors, who supported the disastrous acquisition of Omni in August 2023, leading to an approximately 80% decline in equity value and the accumulation of extremely burdensome debt."

"If the Board’s decision did not stem from a focus on self-preservation and prolonging a standalone existence for Forward Air, then the directors are just lacking the competence and knowledge to serve as fiduciaries."

""But at the end of the day, I think investors usually, and appropriately so, try to determine whether the company can generate higher returns than the synthetic alternative(1)." — Doug Terreson, Phillips 66 Director"

"one of the employees of this client is also a director and shareholder in MC [Modular Concepts], and this relationship has entailed healthy inflow of orders from the client. — ICRA Modular Concepts LLC credit rating"