Callouts & quotes from 37,061+ activist slides

"Given the reckless and chaotic actions that Southwest’s leaders keep taking in an attempt to preserve their jobs – and the resulting risk to the Company and its constituents – the need for change is urgent, and our request for a special meeting may come as soon as next week."

"A reasonable explanation is that YY is using bots on their cloud infrastructure, and when the VPN or external anonymizing service has an outage or there is a problem, their bots continue to send transactions to YY.com through the internal network until the VPN comes back up."

"Spruce Point has conducted a benchmarking analysis of AMR's reported maintenance expense. AMR has relatively high maintenance capex spending to its gross property, plant and equipment base. Excluding sub-scale producer Ramaco Resources, AMR is a significant outlier to peers."

"Oasis estimates freeplus revenue for 2023 was less than USD 150 million, however, the estimated global retail value of its product peers, Kenvue’s Neutrogena (USD 2.9 billion) and L’Oréal’s Garnier (USD 6.4 billion), demonstrate the potential growth opportunity for freeplus."

"Spruce Point sees an inherent conflict if Director Sastry has received funding from Mr. Siebel. Berkley's website says it is an endowed chair.(1) How objective can he be in his decision-making, and will he look out for shareholders' interests ahead of Mr. Siebel's interests?"

"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."

"We look forward to a collaborative and positive dialogue with Cognizant’s Board and management. To that end, we respectfully request a meeting in the next few weeks with the full Board during which we can share a detailed presentation of the Cognizant Value-Enhancement Plan."

"This presents a real strategic risk to Intuit, as the stated rationale for the Credit Karma acquisition and recently announced integrations of the two products was Intuit's ability to “leverage” customer data that was explicitly collected for the sole purpose of tax filings."

"Given the various concerns we've documented in our analysis of Perion's revenue and customer inconsistencies, along with shrinking accounting disclosures, we believe shareholders would benefit from a fresh pair of eyes with a new external and internal audit firm and partner."

"An investor spoke with FTAI. FTAI confirmed that the new language indicates that the test to report Aerospace Products income on the Operating or Investing side of the Cash Flow Statement is determined by the amount of capitalized costs to the assets while held in Inventory."

"Indeed, IQE posts some of the same job openings on its own website. When our researcher inquired about the technician role listed on CSC's website, we he was told that although the technician role is with CSC, it is “essentially the same contract as all other IQE employees.”"

"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."

"The Annual General Meeting of Phillips 66 (the “Company”) shareholders is scheduled to be held virtually on May 21, 2025. You can vote your shares using one of the voting options listed below. Elliott urges you to use the GOLD universal proxy card or voting instruction form."

"Spruce Point finds evidence that Danimer’s CEO Stephen Croskrey potentially attempted to cover up defective body armor after DSM, a Dutch developer of performance materials, publicly released data showing Zylon lost strength under certain temperature and humidity conditions."

"We cannot understand how this issue could have been a surprise to the Company. Even basic accounting due diligence would have detailed Olapic’s contract structure, its revenue recognition policy, and any changes to revenue recognition that would be required post acquisition."

"The following assumes that Bob Evans separates BEF Foods and Restaurants through a tax-free spin-off of its Restaurants business; that is, the existing parent company Bob Evans effectively becomes the stand-alone BEF Foods business and thus a pure-play packaged foods company"

"A possible motivation for these inventory transfers would be to overstate gross margins by moving high cost inventory to PP&E, or eliminate the need to write-down obsolete/slow-moving inventory in the current period, and instead depreciate the expense over a 3-5 year period."

"At a potential 4X increase, patients would be hit 153 ng/mL times 4 (fold change at 90% CI per the label for poor metabolizers) times 2 (Harmony’s claimed fold change in the presence of CYP2D6-inhibiting drugs), which equals 1224 ng/mL – a red-alert level for cardiotoxicity."

"Maxar’s balance sheet is inflated with goodwill and overcapitalized intangible assets. We expect it will write down the value of these inflated assets by at least $2.4 billion to fair value after its evaluation of strategic alternatives results in no means to maximize value."

"It was done in an attempt to show keeping pace with Joby even though this was completely different. This stunt, endorsed at the highest levels of management, reflects poorly on Archer's credibility, this is the eVTOL equivalent of Nikola Corporation rolling a truck downhill."

"The apparent discrepancy between the Accor SA’s vigilance plan on paper and the conduct allegedly occurring at certain local establishments may therefore expose Accor SA to scrutiny regarding the effective implementation of its duty of vigilance obligations under French las."

"One risk I would definitely pay attention to is Avery's IT. The IT structure and organization when I was there I would not describe it as world class. That's one I would watch more than anything. — Spruce Point Interview With A Former Finance and Operations Employee At Avery"

"The combination of energy storage systems paired with the advanced technology of our generators being offered through our global distribution network will accelerate our growth into the fast-growing distributed energy and microgrid markets. — Deal Press Release, Sept 1, 2021"

"Question from Mr. Kiel: In April 2016 Udo Müller is said to have stated that no, the package deal is what is meant, ... which is literally why the company's own asset was acquired from Media Ventures. How and from whom did our company acquire the stake in evidero? — Mr. Kiel"

"Noncash charges associated with [Riot's 2024] onetime grant of approximately $25 million per quarter will drop to approximately $8 million in Q3 2026 and thereafter roll off entirely, significantly reducing noncash stock-based compensation. — Jason Chung, Riot's incoming CFO"

"We continue to expect constant currency sales growth to be in the range of 3% to 5% in fiscal 2017 — Wesco Aircraft. ASG revenues are expected to increase by a mid-single digit percentage — KLX Inc. Within aerospace, we anticipate sales growth ranging from 4% to 6% — TriMas."

"Q: Who would want to buy Dropbox? A: Good question, Microsoft – NO; Google – NO; Facebook – UM WHY? I don't really think it has much strategic value. There's no network effect or synergy effect to buying it for anyone I can think of. — From An Established Industry Competitor"

"“they ask for a really long time”; “always been slower” than competitors like Sigma and Thermo, who deliver in 2-4 weeks vs. Twist at 8-10 weeks; and that simply can’t meet timelines “20% or 30% of the time” — Novartis, a large Twist customer, scientist in a leadership role."

"“...So the relative softness we have in AT&T is not because of pricing, it's not because of our competitive landscape, none of the above. It's just business, fluctuation of discretionary expenses, the most normal thing you can expect.” — Eli Gelman, President and CEO, Amdocs"

"Trade Receivables correspond to uncollateralized gross amounts due from acquirers, processors, merchants and preferred suppliers for services performed that will be collected in less than one year, so they are classified as current — DLocal 2020 Financial Statements Note 16."

"“Elliott sees the progress” — Mr. Lashier (Reuters); “We can be bigger.” — Mr. Lashier (Bloomberg News); “Activist Elliott has accepted Phillips 66's performance goals, CEO Lashier says” — Reuters; “Phillips 66 Hits Back at Elliott Activism in Proxy Filing” — Bloomberg News."

"I can’t understand the basis for the hype; hard for me to point to something that they do that is totally different than anybody else in the industry. a kind of a glorified CRO; similar strain engineering services are widely available from other vendors. — Anonymous customer"

"We capitalize commissions paid to internal sales personnel and agent commissions that are incremental to obtaining customer contracts. We have determined that these commissions are in fact incremental and would not have occurred absent the customer contract. — VRNT FY19 10-K"

"We capitalize commissions paid to internal sales personnel and agent commissions that are incremental to obtaining customer contracts. We have determined that these commissions are in fact incremental and would not have occurred absent the customer contract. — VRNT FY19 10-K"

"Volume Commitment Programs. Our volume commitment programs, such as our IDEXX 360 program, provide customers with a free or discounted instrument or system upon entering into multi-year agreements to purchase annual minimum amounts of products and services. — IDEXX 2020 10-K"

"One former Eurofins U.S. hiring manager – we assume that the U.S. would have the highest compensation expense per employee – stated that Eurofins’ compensation was in “probably like the lowest 5% [for the industry]. It was frankly embarrassing.” — Conversation with Source L."

""no one’s using it anymore in the US"; "really enthusiastic centers that were heavily involved in the trials...have stopped using it"; "I don’t see them having any future in lung"; "just much, much cheaper." — Prominent surgeon, director of leading academic transplant center"

"I was a bit shocked at a 5lb gain! — Vykat discussion group member. even on a lower dose and Lasix she still seemed to have some fluid retention...[she] has been pretty vocal about wanting to stop the Vykat because the swelling hurt her legs. — Vykat discussion group member."

""Descartes' new co-chief executives, Art Mesher and Brandon Nussey, will disclose more information about their strategy in early June, the company said... Descartes' troubles can be traced to a number of sources, people familiar with the company say." — JOC.com, May 30, 2004"

""Morale amongst the salesforce is really low...it's not a happy environment. It's a pretty sour environment...I think there's certainly more pressure...I've heard that they are struggling." — Ex-Harmony territory manager for a large region, previously at Jazz Pharmaceuticals"

"Shareholders should take notice. Such executive departures can indicate internal problems with management, strategy, or operations; weak non-compete agreements that do not protect senior executives from using “acquired customer relationships” for their own benefit; or both."

"Starboard believes that Mr. Feld's experience as an active stockholder, board member, and expert in capital markets and corporate governance practices, as well as his knowledge of intellectual property licensing, will enable him to provide invaluable oversight to the Board."

"In the pursuit of a knowingly unattainable energy goal (see § 2), BP is positioning itself to curtail supply, thus being unable to meet the demand for oil and gas needed to adequately support an orderly ecological transition which, most likely will not be completed by 2050."

"To achieve target energy density, QuantumScape needs to stack its single-layer cells in a multi-layer format, which is enclosed within a single battery package. QuantumScape’s battery cell will require over one hundred single-layer battery cells within each battery package."

"It’s easy to claim your algorithm is accurate when the data used to evaluate its accuracy excludes mistakes. We believe these failures of simple data analytics (far short of anything approaching AI) reflect poorly on iRhythm’s internal capabilities and external motivations."

"With all of this in mind, hopefully it's clear that the only credible path to actually reducing risk and shifting to a proven strategy is to elect ALL SEVEN members of the Shareholder Slate, so its proposed management team and plan have support from a majority of the Board."

"Given anomalies we've observed in the revenue reporting and commissions with the BH joint venture, we are concerned that C3's commissions accounting manager has only been with the Company three months, and that it is currently looking to hire a new "Senior Revenue Manager"."

"Spruce Point recently found and confirmed that Vitalite, Saputo's allegedly more promising plant-based cheese product, is surfacing nationally at Grocery Outlet (GO), a publicly traded, second-hand food retailer known for extreme value and targeting bargain-minded shoppers."

"These disruptions detracted attention from AOL’s business when it needed it the most. When combined with AOL’s declining fortunes, the management changes have helped to cause a costly talent drain and to produce a culture that appears to be highly political with low morale."

"GCP is showing unadjusted SG&A expense, which includes one-time items and does not provide an accurate understanding of business fundamentals. In addition, the Company omits 2016 to create the impression that significant progress has been made in right-sizing SG&A expenses."

"Our EPS/EBITDA estimates for 2017/2018 are ~3%/-10% below Street consensus. We expect strong top-line growth from North American onshore activity levels (~30%-35% of current revenues), but this will be partially offset by headwinds from offshore activity (~40% of revenues)."

"We find it troubling that PGNY's current CEO and CFO both served as Vice Presidents in the finance function during the Medical Manager fraudulent scheme given the pervasive involvement of as many as 16 members of senior management and the financial nature of the activities."

"In Q4'23, management disclosed Enhanced Markets (Flex only) is expanding from nine (9) markets to forty (40) in 2024. Spruce Point's research indicates the Flex model is in virtually every major town/city across the U.S. which we assume sits side-by-side with the MBP model."

"Soleno claimed normalization of DCCR-driven HbA1c elevation after 65 weeks of treatment; the single timepoint they cited is an outlier favoring their reversal narrative but not representative of the entire dataset and the progressive nature of glucose dysregulation by DCCR."

"COVID-19 has accelerated the movement from physical to virtual store locations and ecommerce. Whereas LSPD started primarily with POS solutions for brick and mortar retail and hospitality, it has had to acquire its way into providing ecommerce solutions (SEOShop and Ecwid)."

"Herbalife’s methodology for forecasting “China Sales Employees” (a/k/a “China Royalty Overrides”) for 2010 and beyond was simply to multiply its China Retail Sales projection by the various Rebate, Royalty Override, Production Bonus, Mark Hughes and China Bonus percentages."

"Viewing PGNY’s outcomes data on an historical basis, we are highly troubled by the sharp increase in miscarriages, a result PGNY has not addressed publicly. Moreover, PGNY’s actuary, Milliman, highlighted issues with the Company’s potential under-reporting of miscarriages.."

"According to Marcus & Millichap’s First Half 2014 Net-Leased Outlook, “Corporate-owned properties can change hands in the low-6 percent range, while franchisee-occupied restaurants will trade at first-year returns approximately 150 basis points higher.” — Marcus & Millichap"

"It's just been a very, very trying week, Fagala told MBJ on March 27. The way a practice runs, especially an orthodontist practice like mine ... you may go from seeing 70-90 patients a day, and then you're able to see three. And, it's a huge change. — Fagala (quoted in MBJ)"

"After all, rules and policies like these only affect the determination whether an organization is a pyramid scheme if they are “enforced and actually serve[s] to deter inventory loading and encourage retail sales.” — Webster v. Omnitrition, 79 F.3d 776, 783 (9th Cir. 1996)."