Callouts & quotes from 352+ activist slides

"Management also claims that near-term efforts to expand into foreign markets will support sales growth going forward. However, with Hill-Rom already having made a number of failed attempts to grow its international business, we have little confidence that foreign markets can serve as a meaningful growth engine for the Company."

""TSMC is...delaying purchasing until they fix their offload problem" and that they started delaying "a year ago now." ... "The Isteq source has been qualified in TSMC and failed." ... "it's not stable. It doesn't work all of the time, it just dies." — Former KLA executive in a leadership role in their EUV mask inspection group"

"At the end of the day, we believe LODE has failed to deliver on its corporate promises, has a subpar CEO, and illiquid assets of little productive value. We believe the LiNiCo transaction won't succeed and that investors should value LODE at a multiple of its cash. Our price target is approximately $0.35 - $0.70 /share."

"THE FIRM FAILED TO PROVIDE ADEQUATE TRAINING TO ITS REPRESENTATIVES REGARDING HOW TO COMPLETE DISCLOSURE FORMS THAT WERE REQUIRED WHEN RECOMMENDING A VARIABLE ANNUITY EXCHANGE AND FAILED TO PROVIDE ADEQUATE TRAINING TO SUPERVISORS REGARDING HOW THEY SHOULD VERIFY THE INFORMATION ON THE DISCLOSURE FORMS — FINRA Findings"

"Novartis cell and gene therapy (cont’d): Views the machine as a “failed purchase” and would have sent it back if they could; has no value proposition versus traditional flow cytometers that are a fraction of the price and have lower operating costs, can run more assays, and have higher throughput and better data."

"the planning permission is unlawful because [A1.3c] the Defendant failed to take into account an obviously material consideration, namely addressing whether it was approving more panels over a larger area than were required to produce the stated (and a lawful) electricity generating capacity. — High Court Judge"

"KOL’s and ex-employees were remarkably consistent, across several dozen interviews, in explaining why Nevro’s sales growth collapsed – yet we failed to see one instance of device failures, lack of efficacy, and explants being asked about or mentioned in ~5 years of earnings calls or effusive sell-side reports."

"A tank storing frozen human embryos and eggs at Pacific Fertility Center in San Francisco had failed...On Thursday, after more than three years of litigation in federal court, a jury in California awarded five of the patients who lost embryos and eggs a combined $15 million in damages. — The Washington Post"

"BR has experienced multiple expansion over the past few years, while the evidence shows its cash flow has deteriorated, it has a shrinking ecosystem and greater customer concentration, has failed to deliver on the UBS project in a timely manner, and may be under increasing regulatory scrutiny from the SEC."

"“This is consistent with other previously documented evidence that these legacy fraud verification vendors failed to detect even the most basic forms of invalid traffic ("IVT")- e.g. a mismatch between the domain declared in the bid request and the domain on which the ad actually ran.” — Dr. Augustine Fou"

"Given all the evidence we've presented of REZI's struggles, we argue that its multiple expansion is unwarranted. We believe management should not be given the benefit of the doubt that it can engineer a remarkable improvement by splitting up a complex entity that it previously failed to rationalize."

"Wrongfully and in breach of the agreement set out in paragraph 7 above the Defendant have failed to pay the Plaintiffs the agreed amount or any further amount at all in respect of the transhipment and the 1st and 2nd Plaintiffs have suffered loss and/or damage as a result of the Defendant's breach."

"The Appellee Xiangxieli defended that since Zongheng failed to provide the advertisement operation invoices, which caused the untimely payment, and the judgment of the second instance for another case did not recognize the fundamental breach at Xiangxieli’s side either — Court Judgment Excerpt."

"ISS continues to have concerns with the Compensation Committee's decision to approve bonus payments at 110 percent of target when the company failed to achieve the minimum performance goals for operating income before depreciation and amortization and free cash flow. — RiskMetrics Group (ISS)"

"Maxar exhibits nearly identical problems and aggressive accounting tactics we identified at NCR Corp in our report from 2015, a stock that collapsed 40% to $18 per share months after our report when it failed to find any strategic alternatives except heavy dilution and expenses to investors."

"Two recently introduced technologies are set to enhance the safety and efficacy of catheter ablation so dramatically, they will almost certainly destroy any remaining rationale for minimally invasive surgical ablation of the kind that AtriCure has incessantly tried - and failed - to promote."

"In short, shareholders are demanding change now, and Elliott remains committed to providing them with a clear choice between continued industry-lagging performance under an incumbent leadership team that has repeatedly failed to deliver on its promises, versus fundamental leadership change."

"In short, shareholders are demanding change now, and Elliott remains committed to providing them with a clear choice between continued industry-lagging performance under an incumbent leadership team that has repeatedly failed to deliver on its promises, versus fundamental leadership change."

"In short, shareholders are demanding change now, and Elliott remains committed to providing them with a clear choice between continued industry-lagging performance under an incumbent leadership team that has repeatedly failed to deliver on its promises, versus fundamental leadership change."

"Doug Cole failed to disclose his involvement with Longwei. During Cole’s tenure, Longwei’s CFO “routinely” made misleading statements, ran a fraudulent scheme to induce the exercise of warrants to generate much-needed cash, and executed a sham purchase of LPIH stock to inflate its price."

"If management is in fact desperate to secure a deal, it is perhaps even more likely that the Company would entertain a demand by Advent to renegotiate the terms, lest it be forced to find a new acquirer amidst unprecedented economic uncertainty as a recently-failed take-out target"

"PGNY has failed to meet fertility benefit revenue expectations set when it went public. However, the rapid adoption of the pharmacy benefit by existing customers has offset those misses. Importantly, we believe there is little juice to squeeze from pharmacy adoption going forward."

"We believe Edgewater's Board and management team cannot be trusted as stewards of the Company or to complete proper due diligence on any future transaction considering they failed to discover fraudulent and illegal activity within the Company's second largest acquisition to date"

"For private entities, the central legal question would generally be whether they knew or should have known that their services were being used in connection with such conduct and whether they nonetheless provided material assistance or failed to take reasonable preventive steps."

"However, the Company’s reactive changes to date, while a step in the right direction, have for the most part failed to address the serious operational issues facing the Company, namely the current Board’s unwavering pursuit of a high-cost, value-destroying status-quo strategy."

"Rollins failed to devise and maintain sufficient internal accounting controls to prevent and detect the improper accounting and inadequately supported, period-end journal entries described herein, resulting in the underlying violations of the federal securities laws. — SEC"

"Not only has Olive Garden management apparently failed to create new solutions suitable for the current environment, we believe it also greatly undermined the foundation of the business by losing sight of the brand image and value proposition that resonated with customers"

"Not only has Olive Garden management apparently failed to create new solutions suitable for the current environment, we believe it also greatly undermined the foundation of the business by losing sight of the brand image and value proposition that resonated with customers"

"We believe it is Clear that the Current Board Has Failed in its Oversight of the Company and that Shareholders Deserve and Require Board Representatives Who Are Not Only Incredibly Well-Qualified and Experienced, But Who Are Committed to Holding Management Accountable."

"In other words, similar to what happened in Japan, which Culper Research’s report presented, Archer simply failed to provide their partners with a functioning aircraft, or should we say just an aircraft at all, which led to them cancelling their plans with the company."

"We believe this repeated behavior is the outcome of broader and more systemic problems, including a poor corporate culture that appears to reward loyalty to the founder over performance, a Board that has failed to provide true accountability for delivering on results."

"The OPO executive alleged that the CEO’s sister Amira Hassanein, who runs the failed lung program, is as “confrontational” as other executives in badgering and coercing surgeons to accept and transplant organs they have already rejected as dangerous to their patient."

"All three were intimately familiar with pitolisant and criticized it for having the same fatal flaws, based on their analysis or testing, and characterized it as an old, simple, and inferior compound compared to the molecules they developed - and which still failed."

""This is the fourth straight year that management is counting on a much stronger second half of the year. The company has failed to meet its guidance in the three prior years, so we don't have significant confidence in this guidance" — William Blair (August 3, 2015)"

"By our best estimate, Waterpik has been another failed acquisition by CHD. In the three full quarters after it was acquired, and the acquisition contribution was disclosed through the consumer segments, we find total revenues declined from $102m, to $85m, to $79m."

"However, in our view, management failed to effectively communicate the financial rationale behind the strategic pivot, as the profitability guidance has not changed while the change in strategy put significant stress on Disney’s balance sheet and cash flow profile"

"He trumpeted the tripling of bookings, and then talked up the Q-Lab deal with Maryland – but failed to disclose the critical fact that the tripling was due to this one particular deal, even representing the increase as due to “customers” versus one related party."

"The independent directors of DuPont, who own very little stock (collectively ~$20mm in shares(1)), have repeatedly failed to hold management accountable for missing its publicly stated financial targets; it is time for an "ownership mentality" in the Boardroom"

"“I heard the light source in the new Lasertec tool, the A300, doesn’t work, and TSMC evaluated it, but I heard that it failed at TSMC. Is that true?” “Yes. It failed.” — Longtime ex-TSMC procurement executive who introduced Lasertec inspection tools into TSMC"

"Kate has failed to successfully grow outside of Japan. Given the interest in Japanese beauty brands among foreign consumers and acquisitions of Japanese cosmetics brands by Western rivals, we believe Kate has an opportunity to establish a global presence."

"We believe the promotion behind Resideo Technologies is a series of disappointments. The latest evolution as a split-up story to unlock value becomes an even greater “trust me” story with the current management team that previously failed to hit targets."

"The ex-employee fears Vykat may be a looming safety disaster and encouraged us to scrutinize the withdrawal study upon which FDA approval was based, as the phase 3 failed, as far too short to capture the aftermath of long term use, among other red flags."

"In short, shareholders are demanding change now, and Elliott remains committed to providing them with a clear choice between continued industry-lagging performance under an incumbent leadership team that has repeatedly failed to deliver on its promises."

"In short, shareholders are demanding change now, and Elliott remains committed to providing them with a clear choice between continued industry-lagging performance under an incumbent leadership team that has repeatedly failed to deliver on its promises."

"In short, shareholders are demanding change now, and Elliott remains committed to providing them with a clear choice between continued industry-lagging performance under an incumbent leadership team that has repeatedly failed to deliver on its promises."

"We were unable to expand BLI use case beyond one simple cytotoxicity assay; original plan was to start with one assay and find other applications; spent a year trying to figure out what to do with it and failed given difficulty of using the instrument."

"The sell-side analyst community appears equally divided on ENFN's share price outlook. However, we believe the biggest bulls on the name are wrong in their assessments and have failed to conduct a rigorous forensic analysis of the Company's reporting."

"be available to shareholders should they have any concerns that the normal channel of approaching the Chair, Group CEO, or Chief Financial Officer has failed to resolve or where such contact would not be appropriate — Aviva Corporate Governance Policy"

"We summarize the key findings of each chapter that follows, which lead us to conclude that the bull case – centered on a turnaround and return to growth – is misguided, and that Nevro faces existential risks which the market has failed to appreciate."

"The centerpiece of Nevro's turnaround plan – the Omnia stimulator launched in Nov 2019 – is a Hail Mary and colossal flop that has not only failed to re-ignite growth but undermined the high frequency/HF10 message that Nevro has pushed for a decade."

"Given that Juniper failed to meet its prior cost reduction target by a wide margin, a significant amount of detail and conviction from management will be necessary to ensure that investors and Street analysts understand that this time is different"

"Despite over three years of effort and billions spent on acquisitions, the management team that was hired to turn around the Core Business has failed to produce acceptable results, in turn, causing massive declines in profitability and cash flow."

"A current executive of Synlogic spoke at length about their experience with Ginkgo and indicated Ginkgo failed to deliver successful strains: Synlogic had to switch to Zymergen instead, which successfully engineered a strain after Ginkgo flopped"

"Spruce Point believes it is a huge red flag that Bunge failed to provide revenue projections for Viterra in its proxy statement which it likely had formulated if it were able to provide Adj. EBIT, EBITDA and Unlevered Free Cash Flow estimates."

"We believe the Street has failed to critically assess the accuracy of its financials and achievability of projections offered by management from recent acquisitions in light of its recent (Agro / Passport) and long-term acquisition failures."

"Former executive closely involved with purchase and use says they would have sent it back for a refund if they could; lack of ROI; only worked 50% of the time; failed on many levels - high operating cost, data/output issues, lack of support."

"Phillips 66 has failed to grow their G&P business like their competitors. With a higher cost of capital and a poor in-house engineering function, the midstream business must pursue dilutive M&A to try to correct their own self caused issue."

"Phillips 66 has failed to grow their G&P business like their competitors. With a higher cost of capital and a poor in-house engineering function, the midstream business must pursue dilutive M&A to try to correct their own self caused issue."

"MacLellan failed to disclose his role at PortaCom Wireless. While his tenure occurred over 20 years ago, we believe his role as CEO of a company that declared bankruptcy is material as an event where shareholders were significantly harmed."

"The Board has failed to recognize and address the growing risk of 'greenwashing', despite an inconsistent and contradictory approach to ESG investing: in the 10K, BlackRock neglects to identify 'greenwashing' as a standalone source of risk"