Callouts & quotes from 2,037+ activist slides

"No matter how many shares of Common Stock you own, please give Starboard your proxy FOR the election of the Nominees and in accordance with Starboard’s recommendations on the other proposals on the agenda for the Annual Meeting"

"Spruce Point interviewed a former senior executive who formerly had insights into executive management and the Board and heard an opinion that a majority of Xylem’s businesses were commodities without a lot of margin potential."

"Elliott’s Geoff Sorbello explains why Phillips 66 (NYSE: PSX) has been able to maintain its staggered board—despite 99% of voting shareholders preferring to abandon the structure, which is used by only 10% of S&P 500 companies."

"We believe there are no major technical obstacles to executing the Sandell Plan Therefore, we believe it would be a mistake for the Board not to take advantage of current market conditions to position the Company for the future"

"We believe that NIHD's accounting is erroneous in this instance, rather than AMT's; however, Ms. Katz has been on both boards and audit committees around the time of the transactions and during the companies' ongoing reporting."

"The reality however, is that Starboard did not provide any “final position” prior to DSP issuing the letter and instead, DSP used this language to hide behind its attempts to blatantly mislead shareholders with false statements"

"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"

"It is unfortunate that a company as iconic as Disney and with so many challenges and opportunities has refused to seriously engage with us, its largest active shareowner, about board representation. — Nelson Peltz, Trian's CEO."

"We did so principally because we believe that the incumbent Target board has: Suboptimal composition, Made significant strategic mistakes that have destroyed shareholder value, Performed key corporate governance duties poorly."

"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)"

"We have compiled a diverse slate of experienced chemical executives and seasoned public company board members who we believe will help instill accountability, improve performance, and demand operational excellence at Huntsman."

""The Box Board remains unified in its ongoing commitment to acting in the best interests of all stockholders, and to ensuring Box benefits from world-class corporate governance and oversight." — Box Press Release, May 17, 2021"

"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."

"The Board is making the serious mistake of not maximizing the opportunity to repurchase its undervalued shares today so that it has the option to pursue M&A post-2025 when it’s not even clear recent M&A has created any value."

"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."

"Nieuwoudt's extensive experience evaluating plans to maximize shareholder value and investing across the energy sector, as well as her public company board experience, would make her a valuable addition to the Phillips Board."

"Spruce Point finds it highly unusual that all its executive officers serve at the discretion of the Board except the Financial Controller and Chief Accounting Officer, who serves at the discretion of Chairman and CEO Farrell."

"Value Proposition: Trian believes Mr. Myers' qualifications to serve on DuPont's Board include the knowledge and experience he has gained while serving in various management positions for over 35 years with General Electric."

"If we want investors to believe in the Phillips 66 story and have confidence in the Company as a best-in-class operator – this confidence starts with the Board and Management setting and meeting clear performance objectives."

"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."

"Value Proposition: Trian believes Mr. Myers' qualifications to serve on DuPont's Board include the knowledge and experience he has gained while serving in various management positions for over 35 years with General Electric."

"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."

"Starboard believes Mr. Rice's extensive experience in business strategy, general management, global sales, marketing, product management and business development, will enable him to provide invaluable oversight to the Board."

"Edgewater's Board has overseen a significant lack of revenue growth, despite making numerous acquisitions, implying the Company's organic revenue growth is poor or acquired companies perform poorly post-acquisition, or both"

"We believe that Smiths has significant value that is currently unrealized due to its conglomerate structure, and that it is time for the Board to announce a strategic alternatives process to maximize value for 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."

"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."

"Mr. Peltz has more than 40 years of business and investment experience, has served for over 20 years as the chairman and chief executive officer of public companies and has served on more than a dozen public company boards."

"“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 fact that the Company would refer to this deal as being done at 9x EBITDA demonstrates management and the Board’s fundamental lack of understanding of the assets they sold and a predilection for misleading shareholders."

"Dr. Kleinfeld’s compensation does not appear linked to shareholder returns and in 2015, much of the current board saw fit to gross up Dr. Kleinfeld’s compensation by 34% despite the fact that company shares declined by 37%"

"By primarily using stock options to incentivize management, the Board has created an environment that has favored excessive risk-taking, which can be seen by the excessive pace of M&A and the reluctance to reduce leverage."

"Spruce Point observes a troubling trend of what appears to be less Board engagement through fewer meetings. Despite 2023 being a challenging year, the Board met just five times, which was a large decrease from prior years."

"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 cannot envision a scenario where the shareholders of Yahoo would entrust the current management team and Board with executing a standalone turnaround plan given the years of failed attempts under the current leadership."

"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."

"Mr. Smith's extensive public board experience and experience in a variety of industries together with his management experience in a variety of roles will enable him to provide invaluable oversight to the Company's Board."

"We believe shareholders welcome Starboard's involvement, are hopeful that we will bring greater accountability, and are both excited about the quality of Starboard's nominees and the potential for greater Board oversight."

"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."

"We continue to believe that eBay is deeply undervalued and that significant opportunities exist to create value for the benefit of all shareholders based on actions that are within the control of management and the Board."

"Mr. Kasich would be a valuable addition to the Board given his time serving as the 69th Governor of Ohio and as a member of Congress from central Ohio for 18 years where he was also Chairman of the House Budget Committee."

"Our nominees would evaluate Patch on its financial merits alone and not allow Mr. Armstrong's emotional and personal connection to Patch to influence the Board's judgment as to the right course of action for shareholders."

"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"

"David's deep experience executing a portfolio repositioning and tremendous international oil & gas experience will allow him to contribute unique insight to the current strategic decision-making process on the Hess Board"

"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."

"Chairman & CEO Jason Jiang, board member & venture capital star Neil Shen, and close business associate of Mr. Jiang & venture capital star Xiong Xiangdong were among the selling shareholders of Allyes at the rich price."

"Stacy Nieuwoudt, Elliott nominee for Phillips 66’s (NYSE: PSX) Board and former energy analyst, explains how the Company’s conglomerate structure has contributed to its ongoing operating and share-price underperformance."

"We have serious questions regarding whether the numerous interrelationships between the management team and Board of DSP and CEVA have contributed to DSP's decision not to re-enter the licensing business in 2007 or later"

"of our engagement, Elliott has been extremely complimentary of our Board, management team and business. We appreciate Elliott’s recognition of the uniqueness and strength of Alexion’s business.” — Alexion Pharmaceuticals"

"In order to sell a deal to the Capital Committee and get Board approval or whatever amount you want, Mobius was like over $200 million, you have to be pretty optimistic with what you think your revenues are going to be."

"Starboard hereby demands inspection pursuant to Section 220 of the Delaware General Corporation Law (the “DGCL”) and requests that the Company immediately make available for inspection and copying the books and records."

"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."

"How can Lawrence Kurzius be expected to handle his new responsibilities as Chair and “drive sustainable growth and long-term value for shareholders” when his predecessor sits in the same boardroom? — Ancora Alternatives"

"Hirshberg’s experience as a senior executive in the energy sector combined with his expertise in engineering, risk management, strategic planning and operations would make him a valuable addition to the Phillips Board."

"While heart rate and workout metrics are native to even inexpensive bikes, the only IP that Peloton appears to bring to the table is its leaderboard technology, which allows participants to compete against one another."

"...I would be concerned with the lack of credibility this management team has in the marketplace. I think that’s unacceptable. — Sigmund Cornelius, Elliott nominee for Phillips 66's Board and former CFO, ConocoPhillips"

"We believe that Mr. Williams' extensive experience leading technology-focused organizations and public sector expertise, as well as his public company board experience, would make him an attractive asset to the Board."

"we believe Marathon is severely undervalued and that there are readily available steps by which the Board can unlock $14 – $19 billion in value for shareholders (yielding a ~60 – 80+% increase to today’s stock price)."