"The Board and management have failed to optimize Parkland's profitability by allowing its expenses to grow faster than its gross profit from 2019 to 2023, which is the opposite of what peer companies did."
Callouts & quotes from 2,037+ activist slides
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"Mr. Clyburn would be a valuable addition to the Board given his extensive legislative and regulatory experience (with a focus on the railroad industry) stemming from his 30-year career in Washington, D.C."
"Indeed, the “poison pill” announced on July 3 indicates that this Board feels it needs protection from the Company’s owners, rather than to earn their support. It is tantamount to an admission of failure."
"Indeed, the “poison pill” announced on July 3 indicates that this Board feels it needs protection from the Company’s owners, rather than to earn their support. It is tantamount to an admission of failure."
"We have submitted this proposal to give shareholders the opportunity to stand up for their rights and to communicate to the Board that the time for News Corp’s dual-class share structure has long passed."
"Throughout his career, Mr. Wilson has worked with companies as an investor, a Board member, and an advisor, to address capital allocation strategies and to substantially enhance operational efficiencies."
"Trian has a long track record to help investors judge, and its record of short-slate board participation and activism appears positive and constructive, and oriented towards longer-term value creation..."
"If any members of the Board had knowledge of these serious issues for longer than what is implied in the Company’s recent disclosures, we believe those directors should immediately resign from the Board."
"The Board does not appear to have addressed excessive turnover in key operational roles. We believe shareholders are concerned that instability in key roles, particularly operations, hampers performance."
"In December 2017, after a contested proxy contest where Trian received the support of leading proxy advisory services, ISS and Glass Lewis, P&G announced that Nelson Peltz would be appointed to its Board"
"Despite this length of time, these Board members only own 26,073 shares outright, or 0.12% of the outstanding, and four of the board members own 0 shares outright, despite their long tenure on the Board."
"I was particularly annoyed about the shameless allegation that Ströer did not have any proper corporate governance and that the supervisory board was not independent. Intolerable effrontery! — Udo Müller"
"Between that line and a few that followed, McLoughlin threw the board under the bus and with that, we don't see how Chairman [Les] Vinney and a few other directors can continue serving as board members."
"Ms. Jamison's experience in handling financial and technical turnaround challenges together with her high level, strategic insight at the governance level, make her an excellent candidate for the Board."
"This transparent act of entrenchment by the Board should not go unchecked and we believe indicates a clear need for common stockholders to strongly unite with a louder voice to protect the stockholders."
"Trian's nominees – Nelson Peltz and Jay Rasulo – are experienced and aligned with shareholders. Our nominees will bring an "ownership mentality" into the boardroom to focus on the following initiatives:"
"Trian's nominees – Nelson Peltz and Jay Rasulo – are experienced and aligned with shareholders. Our nominees will bring an "ownership mentality" into the boardroom to focus on the following initiatives:"
"Trian's nominees – Nelson Peltz and Jay Rasulo – are experienced and aligned with shareholders. Our nominees will bring an "ownership mentality" into the boardroom to focus on the following initiatives:"
"Trian's nominees – Nelson Peltz and Jay Rasulo – are experienced and aligned with shareholders. Our nominees will bring an "ownership mentality" into the boardroom to focus on the following initiatives:"
"This new Board composition has resulted in the same type of consolidation of power under the new Chairman, Richard Hill, that became problematic under the leadership of former Chairman, Robert Boehlke."
"Arconic's reactive governance changes - after we launched our proxy contest - serve as an admission of guilt, in our view, and we believe the current board will not necessarily follow through as needed"
"Ms. Henry and Mr. Kirsch both served on the Board of Cleveland-Cliffs through 2014, where they overlapped for 4+ years and also faced shareholder pressure, which culminated in significant board change."
"FMCN made a string of six small acquisitions in the internet advertising space. These acquisitions were near total losses for FMCN, but benefitted businesses associated with certain FMCN board members."
"As a whole, management and the Board have little at risk at CHD – owning a pathetic 2% of the stock. As the share price has accelerated to new highs, no insiders have bought, and selling is increasing."
"We recap below the events and main points which we believe justifies our conviction that the Chairman (Helge Lund) of the Board and the Lead Independent Director (Dame Amanda Blanc) should be removed."
"Spruce Point believes the bear case against FND is validated from recent disclosures by the CEO, General Counsel and Chairman of the Board, all of whom recently enacted insider stock selling programs."
"Management noted on its market announcement post the AFR article that it was unaware that one if its major clients had cancelled their contract, as staff from their subsidiary did not alert the board!"
"It is clear to us that the Timken Family’s influence over the Board substantially impairs Timken’s willingness to seriously explore proposals that are in the best interest of unaffiliated shareholders"
"Ms. Atkins would be a valuable addition to the Company's Board given her extensive executive leadership, corporate governance and operations experience in the transportation and technology industries."
"“...Fuji Xerox is the only potential supplier that is not a direct competitor of Xerox and would therefore be aligned in its interests to provide competitive pricing for those materials” — Xerox board"
"“Elliott would like to commend the Board and management team for the significant steps taken to build a better Alcoa and maximize value for shareholders.” — Elliott presentation to Alcoa, Nov. 9, 2015"
"“Trian has been very good for DuPont investors so far, and we think its proposal to strengthen the DuPont Board could extend that helpful boost longer term.” — CLSA “Gridlock” analyst report on DuPont"
""Trian has been very good for DuPont investors so far, and we think its proposal to strengthen the DuPont Board could extend that helpful boost longer term." — CLSA "Gridlock" analyst report on DuPont"
"“Trian has been very good for DuPont investors so far, and we think its proposal to strengthen the DuPont Board could extend that helpful boost longer term.” — CLSA “Gridlock” analyst report on DuPont"
"Despite c.30% of shareholders supporting our unique proposal to address capital allocation issues at last year's AGM, the current Keisei Board and Management team have ceased to engage with Palliser."
"Given that the Fitch Group’s chairman has sat on Casino’s board since 2003, and that Mr. Naouri is on the board of the controlling shareholder of Fitch, how is it appropriate that Fitch rates Casino?"
"We find it incomprehensible that the dismal operating and financial performance that occurred under Mr. Poling's leadership would warrant a decision by the Board to appoint him as Executive Chairman."
""[Avon's] apparent lack of succession planning is 'an extraordinary indictment of the board,'" said Mark Cohen, professor at Columbia Business School and former CEO of Sears Canada. — Reuters article"
"Such a blanket conclusion does not appear to be supportable. Section 303A.02(a) requires a board to make independence determinations based on all relevant facts and circumstances. — NYSE Q&A document"
"Since the Board announced its intended promotion of Mr. Shaw to CEO, Norfolk Southern has only changed for the worse and shareholders have only suffered, as evidenced by an objective review of data."
"Otherwise, in our opinion, the supervisory board commits a breach of duty of care for which its members are liable to the company pursuant to Sections 116 and 93 of the German Stock Corporation Act."
"Under the failed oversight of the Board’s ESG Committee, Huntsman has reactively made a carbon neutral pledge and an unfulfilled promise of TCFD reporting in order to appease institutional investors"
"Shareholders expect the Board to expedite the sale process and capitalize on expressions of interest – especially since Forward Air already has multiple private equity firms in its shareholder base."
"A newly refreshed Board with the experience we envision will be far better equipped to maximize value for Parkland’s shareholders and close the meaningful valuation discount that continues to exist."
"Institutional Shareholder Services Inc. (“ISS”) and Glass, Lewis & Co., LLC (“Glass Lewis”) have previously highlighted that the Board has rewarded bottom quartile performance with top quartile pay."
"Outside of Michael Maroone, an experienced auto dealer executive with companies including AutoNation, no member of the Board of Directors is both independent and deeply experienced in the industry."
"We invested in Mellanox because we believe the Company is deeply undervalued and there are significant opportunities to create value based on actions within the control of management and the Board."
"Elliott urges you to vote FOR our highly qualified board nominees with decades of experience in refining, midstream operations and corporate governance, and FOR the Annual Election Policy Proposal."
"Elliott urges you to vote FOR our highly qualified board nominees with decades of experience in refining, midstream operations and corporate governance, and FOR the Annual Election Policy Proposal."
"Elliott urges you to vote FOR our highly qualified board nominees with decades of experience in refining, midstream operations and corporate governance, and FOR the Annual Election Policy Proposal."
"Apollo’s obligation to vote with HGV Board recommendations in a contested election, amongst other items, serves to entrench the Board and management. A contested election is not a “routine” matter."
"Elliott urges you to vote FOR our highly qualified board nominees with decades of experience in refining, midstream operations and corporate governance, and FOR the Annual Election Policy Proposal."
"The Board and Mr. Shaw rushed into a bad deal that gets Norfolk Southern a short-term PR win while CPKC and CSX, the Company's closest peers, strengthen their partnership and competitive offerings."
"Elliott would like to commend the Board and management team for the significant steps taken to build a better Alcoa and maximize value for shareholders. — Elliott Presentation to Alcoa, Nov 9, 2015"
"“All members of audit, compensation, and nominating/governance board committees should be independent” — BlackRock Investment Stewardship, Proxy voting guidelines for U.S. securities - January 2024"
"Brian Coffman, Elliott nominee for Phillips 66's (NYSE: PSX) Board and former CEO of Motiva Enterprises, doesn't buy the argument that Phillips' refining assets are "old and tired." — Streamline 66"
"“All members of audit, compensation, and nominating/governance board committees should be independent” — BlackRock Investment Stewardship, Proxy voting guidelines for U.S. securities - January 2024"
"In light of our observations about aggressive and potentially misleading financial presentation, investors should not be comforted that the Board ranks itself lowest on "Financial Sophistication"."
"The acquisition of Omni was an abject failure on multiple levels and the incumbent Board members willfully (or ignorantly) approved one of the most value-destructive transactions in recent memory."
"If truly necessary, the belated Delaware reincorporation plan is further evidence that the Board continues to be two steps behind and is not working proactively to maximize value for shareholders."