Callouts & quotes from 2,037+ activist slides

"Mr. Rasulo is not looking for an executive position in the Company. If elected to the Board, Mr. Rasulo will be solely focused on being an objective, passionate, and aligned representative of shareholders on the Board"

"Phillips, rather than engaging on solutions to an arcane and disfavored governance structure, has responded with false and misleading claims that a non-binding proposal regarding a non-binding Board policy is illegal."

"Phillips, rather than engaging on solutions to an arcane and disfavored governance structure, has responded with false and misleading claims that a non-binding proposal regarding a non-binding Board policy is illegal."

"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)"

"Since [emerging from bankruptcy], the Board has overseen significant accomplishments, and we are proud of the results that our Company delivered during a challenging period. — The SandRidge Board, 2017 Proxy Statement"

"We believe the Board has manipulated annual meeting dates and nomination deadlines to prevent shareholders, and Starboard specifically, from making changes to the Board that we believe would benefit all shareholders."

"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"

"We believe the decision to pursue a rushed refreshment process rather than engage constructively on legitimate shareholder concerns demonstrates the Board remains incredibly entrenched and further change is required."

"The Federal Reserve Board has been unable to find any credible purpose for the huge balance sheets built by Fannie and Freddie other than the creation of profit through the exploitation of the market-granted subsidy."

"Phillips 66's (NYSE: PSX) entrenched Board, on learning that energy veteran Greg Goff supports Elliott's Streamline 66 plan, resorted to personal attacks rather than welcoming his four decades of industry experience."

"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!"

"The Federal Reserve Board has been unable to find any credible purpose for the huge balance sheets built by Fannie and Freddie other than the creation of profit through the exploitation of the market-granted subsidy."

"Following his appointment in 2022, Shaw took decisive action and began implementing a balanced strategy to deliver safe and reliable service, continuous productivity improvements, and growth. — Norfolk Southern Board"

"We believe the Board’s decision to allow KKR to syndicate 70% of the Preferred Financing only lends further credence to our view that Box’s true intention in completing the Preferred Financing was to “buy the vote.”"

"Xerox Board's Illustrative Value is 60% overstated, and the outcome will be far worse if the proposed synergies are not realized or – like Xerox's recent "cost savings" – are offset entirely by additional cost creep"

"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."

"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."

"Just reorganizing the core business through cost cuts could create an extra $30/share in value above a Starboard sell it now outcome; with a recovery in BABA shares and tax efficiencies, Yahoo could break $100/share"

"We believe a $200M reduction in operating expenses would drive potential stock prices of ~$28-$32 (up 24-41%) and should be embraced by management and the board as a prudent and value-maximizing step for the Company"

"Our nominees will ask the right questions in the boardroom that we believe are not currently being asked due to the many interrelationships between the current Board members and AOL's Chairman and CEO Tim Armstrong."

"I can now unequivocally say that Tessera is better off with Starboard's involvement and greatly appreciate the professionalism with which Starboard approached the board transition and overall stewardship of Tessera."

"I can now unequivocally say that Tessera is better off with Starboard's involvement and greatly appreciate the professionalism with which Starboard approached the board transition and overall stewardship of Tessera."

"Starboard believes Mr. Bornak's extensive experience as a CFO of both private and publicly traded companies, as well as his strong operational experience will enable him to provide invaluable oversight to the Board."

"“We encourage you to rely on the judgment of the Arconic Board, which is independent, objective and thoroughly dedicated to the interests of all Arconic shareholders.” — Arconic Letter to Shareholders, March 2, 2017"

"“Across the board, [customers] are just trying to get by – not cut back employees, etc.... Nobody’s going to add anything. Its just not going to happen.” — Cybersecurity Expert, Former Forescout Relationship Manager"

"Spruce Point believes that Zebra needs a refresh at the Board level. We are concerned that 50% of the Board has been entrenched for over a decade with Directors Maniere and Smith having served for over two decades."

"At Trian’s consumer investments where Nelson Peltz has served on the board, margin improvement coincided with sales growth, often due to reduced bureaucracy, greater accountability, and a faster moving organization"

"Elliott indicated that it is open to collaborating with the Board on a path forward, but absent alignment Elliott intends to move expeditiously to give shareholders a direct say on the necessary leadership changes."

"Since January 2012, DuPont has provided nine different versions of 2011 EPS. Can DuPont’s independent directors explain why that is? Trian’s nominees will seek to ensure that the board holds management accountable."

"Since January 2012, DuPont has provided nine different versions of 2011 EPS. Can DuPont's independent directors explain why that is? Trian's nominees will seek to ensure that the board holds management accountable."

"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"

"Since January 2012, DuPont has provided nine different versions of 2011 EPS. Can DuPont’s independent directors explain why that is? Trian’s nominees will seek to ensure that the board holds management accountable."

"Since January 2012, DuPont has provided nine different versions of 2011 EPS. Can DuPont’s independent directors explain why that is? Trian’s nominees will seek to ensure that the board holds management accountable."

"Mr. Barber would be a valuable addition to the Board given his extensive executive leadership, corporate governance and strategy, audit and finance experience in the shipping, logistics and supply chain industries."

"The fact that each independent director signed off on a letter full of purposefully misleading statements and accusations has made us more certain than ever that significant change is needed on Phillips 66's Board."

"Elliott indicated that it is open to collaborating with the Board on a path forward, but absent alignment Elliott intends to move expeditiously to give shareholders a direct say on the necessary leadership changes."

"We expect the Board to respond promptly and on a public basis to our formal shareholder proposal by confirming by no later than 6PM JST on 26 April 2024 that the Advisory Resolution will be added to the AGM agenda."

"“distributors can make it [to President's Team] even faster today than we did [that is, faster than three years].” — John Tartol, Herbalife board member. “More Money Than You Can Imagine.” — Herbalife testimonials."

"Starboard believes Mr. Stout’s deep knowledge of the intellectual property industry, his role in the success of NTP, and his extensive legal experience will enable him to provide invaluable oversight to the Board."

"The Board wants to highlight the general uncertainty or the risks around the funding environment to scare shareholders. But if that's the case, why is Veritas comfortable levering the business to around 7x EBITDA?"

"To stem the panic, authorities adopted a currency board and a USD peg. While the initial workings of the currency board were basic, the strength of the USD and the simplicity of the currency board made it credible"

"Oasis’ candidates bring distinctive skills in key areas – ranging from digitalization and finance to cosmetics, health & beauty and marketing – without compromising any of the incumbent Board’s areas of expertise."

"The technician stated that the consumable is packaged in corrugated cardboard, which TransMedics allegedly would not allow technicians to open prior to an organ being accepted – placing cost of goods above safety."

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

"There is also no link between the appointment of Mr. Vilanek to the supervisory board and the acquisition of freeXmedia; freeXmedia was only a smaller part of the entire Ströer Interactive transaction. — Ströer SE"

"“They don't trust it immediately because they never heard about it at their leading institution. If they don't have that many academics on board, that's a big problem for them.” — Bristol Meyers Squibb employee #1"

"As Phillips 66 acquired midstream assets at dilutive multiples, and management and Board focus has shifted away from refining, underperformance vs. Phillips 66's core peers (Valero and Marathon), has accelerated."

"Spruce Point is wary of companies which grant board seats to well-known and well-connected politicians with limited or no experience in the company's industry (e.g. Theranos, Kior, Waste Management and WorldCom)."

"As Phillips 66 acquired midstream assets at dilutive multiples, and management and Board focus has shifted away from refining, underperformance vs. Phillips 66's core peers (Valero and Marathon), has accelerated."

"Agrium's board failed to address obvious issues – such as disclosure and capital return – until publicly challenged to do so, and has spent significant shareholder capital to avoid discussing the remaining issues"

"Extending Mr. Iger's contract, shortly after stating it was initially for two years, has given investors another reason to question the Company's succession process and the Board's overreliance on one individual."

"We believe the Board should ensure that a core part of Disney’s strategy is a focus on delighting its Parks guests – as Disney continues to charge a premium price, it must ensure it is providing a premium service"

"As Phillips 66 acquired midstream assets at dilutive multiples, and management and Board focus has shifted away from refining, underperformance vs. Phillips 66's core peers (Valero and Marathon), has accelerated."

"We believe the Board should ensure that a core part of Disney’s strategy is a focus on delighting its Parks guests – as Disney continues to charge a premium price, it must ensure it is providing a premium service"

"Infoscreen receives no cross-subsidies from standard billboards. Rental costs are unambiguously allocated to individual projects. Consequently they are also unambiguously allocated to the firm concerned. — Müller"

"There is no guarantee that, if given another occasion to make a unilateral choice in contravention to shareholders' wishes, the board will not destroy shareholder value. — Institutional Shareholder Services (ISS)"

"Spruce Point is equally as concerned by the leadership chosen to support and oversee CEO Conroy, with multiple executives and Board members associated with companies that had financial restatements and scandals."

"If the Board cannot oversee accurate and effectively disclosed Operating Ratio guidance related to the current reporting period, shareholders are unable to trust its Operating Ratio guidance for the years ahead."

"The Board should immediately form a Special Committee of independent directors with its own independent legal counsel and financial advisor to protect the independence and confidentiality of their deliberations."