Callouts & quotes from 337+ activist slides

"General Recommendation: generally, vote FOR shareholder proposals requiring that the Board Chair position be filled by an Independent Director, taking into consideration the following: the scope and rationale of the proposal; the company's current Board leadership structure; the company's governance structure and practices; company performance; and any other relevant factors that may be applicable. — ISS United States - Proxy Voting Guidelines"

"BlackRock is a textbook example of bad corporate governance due to an oversized Board (16 directors vs. the S&P500 average of 10.8), low women representation (31% vs. the S&P500 average of 33%), long tenure of directors as a symptom of lack of independence (10 yrs vs. the S&P500 average of 7.8 yrs), low presence of independent directors (81% vs. the S&P500 average of 85%), and above all, a Chairman who is also the CEO (Mr. Fink)."

""This pattern suggests that Phillips 66's board is using these repeated proposals as a shield against activism while failing to deliver tangible governance reform that shareholders clearly seem to support," Prof. DesJardine wrote: "If the desire to declassify is genuine, one would think the board would accept the remedy that Elliott has proposed." — Mark DesJardine, associate professor at Dartmouth's Tuck School of Business"

"Second of all, I bring 45 years of experience in the energy business to this, along with board experience and governance. This is a company that has good people, has a rich history, and great assets that don't necessarily belong together. So, I'm excited for the opportunity. I'm excited to bring my experience one more time to the game. And I think the opportunity here could not be clearer. — Sig Cornelius"

"Mr. Prittie’s alleged shortcomings were tied to his perceived failure to come to grips with Tyler and OneMove’s concerns over the Company’s financial status, share price performance, leadership, strategic vision and strategy, corporate governance, CEO compensation, excessive M&A activity, debt leverage to cash flow ratios and the lack of guardrails around senior management decision making."

"According to ISS, “Governance QualityScore uses a numeric, decile-based score that indicates a company’s governance risk relative to their index or region. A score in the 1st decile (QS:1) indicates relatively higher quality governance practices and relatively lower governance risk, and, conversely, a score in the 10th decile (QS:10) indicates relatively higher governance risk.” — ISS"

""The report issued by Muddy Waters contains many inaccuracies, omissions, fabrications, and unsubstantiated claims..." — Orient Paper. "We are committed to a high level of corporate governance and stand by the integrity of our company..." — Allen Chan, Chairman and CEO of Sino-Forest. "We categorically reject their allegations as inaccurate, unreliable and misleading." — Noble Group."

""Success and succession are fundamentally different objectives for CEOs. Someone in Mr. Iger's seat has too many competing interests and conflicting incentives to handle both... the guy who gets you lost in the woods isn't the right guy to find your way out." — Charles Elson, Founding Director of the University of Delaware's Weinberg Center for Corporate Governance, December 2022"

"“Darden’s portrayal of itself as a company that is strongly committed to shareholder engagement, that welcomes shareholder input and that values the views of shareholders rings somewhat hollow, to our ears, considering the Company’s corporate governance policies and its track record of dealing with investors and analysts who have been critical of the Company.” — Glass Lewis"

"MSCI's Director Catherine Kinney has been involved with SolarWinds (NYSE: SWI) since its IPO. She served as the Chair of the Nominating and Governance Committee which was responsible for firm-wide risk management and was also a member of the Audit Committee. Spruce Point finds it alarming that the SEC recently charged SolarWinds with fraud for internal control failures."

"“We’re supportive of the new draft MBO guidelines which increase minority shareholder protection. We believe these guidelines and other such measures focused on improving corporate governance will improve Japan’s capital markets as an investment destination,” Seth Fischer, Chief Investment Officer of Oasis Management in Hong Kong, told this news service. — Seth Fischer"

"“I would not put him very high on that list. But he's Taiwanese. He's a Taiwanese entrepreneur... he doesn't really care much about corporate governance per se.” — MPWR's Early Executive; “Michael (CEO) doesn't like people asking questions he doesn't like. And Alan was doing his job as audit chairman and sort of rocked the boat too much.” — MPWR's Early Executive"

"“the majority of the operations...are believed to have been carried out by the pioneering surgeon Sir Magdi Yacoub.” — The Guardian (implied context) / “Sir Magdi recognises he was the man for a time when clinical governance was less tight and ethical positions still fluid. Would his pioneering be possible today? Definitely not, he says.” — BMA’s The Doctor"

"“As part of our fiduciary duty to our clients, we consider it one of our responsibilities to promote sound corporate governance as an informed, engaged shareholder on their behalf. At BlackRock, this is the responsibility of the BlackRock Investment Stewardship (BIS) team” — BlackRock Investment Stewardship - Global Principles Effective as of January 2024"

"“As part of our fiduciary duty to our clients, we consider it one of our responsibilities to promote sound corporate governance as an informed, engaged shareholder on their behalf. At BlackRock, this is the responsibility of the BlackRock Investment Stewardship (BIS) team” — BlackRock Investment Stewardship - Global Principles Effective as of January 2024"

"We supported Mr. Pease’s appointment to the Board, in part because we were encouraged by his outlook on corporate governance. For example, during the interview process with us, Mr. Pease shared the very clear and widely held view that having a CEO also serve as Board Chair was detrimental to a company in need of change. — Elliott Investment Management"

"I am choosing to devote my time and energy to this effort because I believe Phillips 66 is not only a strong investment, but also a company where my support for Elliott's campaign can make a difference for employees and investors alike. I have been disappointed by what I see as a breakdown in effective corporate governance at Phillips 66. — Greg Goff"

"I am choosing to devote my time and energy to this effort because I believe Phillips 66 is not only a strong investment, but also a company where my support for Elliott’s campaign can make a difference for employees and investors alike. I have been disappointed by what I see as a breakdown in effective corporate governance at Phillips 66. — Greg Goff"

"“We believe that an effective and well-functioning board that has appropriate governance structures to facilitate oversight of a company's management and strategic initiatives is critical to the long-term financial success of a company and the protection of shareholders' economic interests” — BlackRock Proxy Voting Guidelines for US securities"

""Investors suffer in the Vincent Bolloré game of thrones. . . . it begs the question of whether others should go along on his opaque quest." — John Gapper, Financial Times, April 13, 2016; "Shareholders who want transparency, certainty, and good corporate governance should probably look elsewhere." — Leila Abboud, Bloomberg, December 16, 2015"

"We believe that an effective and well-functioning board that has appropriate governance structures to facilitate oversight of a company's management and strategic initiatives is critical to the long-term financial success of a company and the protection of shareholders' economic interests — BlackRock Proxy Voting Guidelines for US securities"

"Lead Independent Director and Nominating and Corporate Governance Committee Chair Sean Aggarwal and Nominating and Corporate Governance Committee member Betsey Stevenson have overseen negative total returns during their tenures, lack financial sophistication based on their track records at Lyft, and support the dual-class share structure."

"If Arconic's board is so ‘uniquely positioned’ to steer the company in the right direction, why did it wait until after Elliott raised some of these issues to do something about them? Alcoa seems to have found the time to improve its corporate governance following the split in November. — Brooke Sutherland, Bloomberg, March 6, 2017"

"We have selected candidates who have directly relevant experience and skill sets in areas that we believe would be of substantial value to the Board, including expertise in dollar store and broader retail operations, integration and restructuring, mergers and acquisitions, strategic transformation, and public company governance."

"We believe Prestige is overvalued on both a revenue and EBITDA basis. Given Prestige's poor organic growth prospects, lack of competitive advantage, eroding market share, declining financial transparency, low quality management and governance practices, it is well justified for the Company to trade at a discount to its peers."

"Our proposal is not rooted in a mere abstract preference for the separation of the Chair (to be independent) and CEO, disregarding other viable governance structures. Rather, it stems from our specific assessment of the unequivocal failure of BlackRock's governance to provide independent oversight on the company's management"

""I have been disappointed by what I see as a breakdown in effective corporate governance at Phillips 66." — Greg Goff; "I firmly believe the company can restore its prior stature as a leader in the energy industry, but only if it makes the kinds of operational and strategic changes that are urgently needed." — Greg Goff"

"We believe the Company’s stock price underperformance versus both peers and the broader market indices is due to consistently poor financial performance, a lack of credibility from repeatedly failing to deliver on commitments to shareholders, and a history of problematic governance that fails to demand accountability."

"As we discussed in our investor presentation, we believe this poor capital allocation was the direct result of poor corporate governance at the Board level, including shareholder-unfriendly compensation practices that incentivized management to pursue growth at the expense of returns on capital and shareholder value."

"It is time for shareholders' voices to be heard, for accountability to be introduced in the Taubman Centers boardroom, and for a clear message to be sent to the Taubman family that shareholders will no longer tolerate abysmal corporate governance, misguided operations, lavish developments and inferior total returns."

"Taubman's total shareholder return has lagged its Class A Mall Peers since the 2017 Annual Meeting by 22%, due primarily to three factors: (i) the same underlying resistance to truly embrace good corporate governance; (ii) the same operational deficiencies; and (iii) the same stubborn approach to capital allocation"

""proven track records of operational efficiency, complementary service territories and strong regulatory compliance." — WTRG Deal Announcement; "a strong system of internal governance and controls," and "a significant emphasis on value added through in-house asset management." — SteelRiver Infrastructure Partners"

"We believe that Ms. Welty’s extensive global industrial experience, including her C-suite executive leadership roles in the chemical, natural resource and energy industries, will allow Ms. Welty to provide strategic, financial and corporate governance insight, making her a valuable addition to the Board."

"Norfolk Southern shareholders will benefit from electing Mr. Clyburn to the Board because his various experiences will add a unique perspective, one that is unavailable from any other board candidate, that prioritizes safety, compliance, good governance, and maximizing long-term value for shareholders."

"There are still several current directors and members of management who oversaw and approved some of Disney’s worst corporate governance and strategic failures, including overpaying for the Fox acquisition, the expanding streaming losses, and “over-the-top” compensation packages granted to Bob Iger"

"DTT has informed the Company in its resignation letter that it was no longer able to rely on the representations of management and that it had lost confidence in the commitment of the Board and the Audit Committee to good governance and reliable financial reporting. — Deloitte Touche Tohmatsu (DTT)"

"Starboard believes these seemingly self-serving actions demonstrate a complete disregard for proper corporate governance and fiscal discipline by members of management and the Board and suggest that these transactions were not entered into with the best interest of the common stockholders in mind."

"“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...” — Sustainalytics Corporate Governance Company Report on E.I. du Pont de Nemours and Company"

""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..." — Sustainalytics Corporate Governance Company Report on E.I. du Pont de Nemours and Company"

"“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...” — Sustainalytics Corporate Governance Company Report on E.I. du Pont de Nemours and Company"

"In the spirit of transparency and strong corporate governance, we encourage you to gather all of the facts, assess these questions holistically and independently and reach your own conclusions. Sincerely, Independent Directors of the Phillips 66 Board of Directors — Phillips 66's April 24 Letter"

"We believe directors sit on a board to represent the interests of shareholders. In our view, the corporate governance and nominating committee should heed the voice of shareholders and act to remove directors not supported by shareholders or correct the issues that raised shareholder concern."

"Toyota is a customer and there are governance concerns (about whether there are incentives to increase profits) for vehicle, engine and parts operations with low profits, which is currently a discount factor. A focus is whether or not there will be business reorganisation. — UBS, May 2, 2025"

"Mr. Terino’s depth of experience serving as CEO, CFO, COO, and a director of public and private companies in the technology and eCommerce industries, together with his substantial expertise in finance, restructuring, and corporate governance, makes him well qualified to serve on the Board."

"However, the unwinding of the current circular shareholding by itself is not enough for the Group to declare the restructuring a corporate governance improvement, especially as the transaction is not supported by sound business rationale and lacks clear benefits to minority shareholders."

"Instead of embracing responsible governance and a spirit of collaboration, Mr. Kelly and Mr. Jordan have resorted to entrenchment tactics – so-called “poison pills,” one-off announcements of long-overdue changes, and a rushed, unilateral Board refreshment process that lacks legitimacy."

""in the future, consistent with the Company's Corporate Governance Guidelines it is the Board of Director's intention to separate the positions of Chair and CEO and that the position of Chair shall be held by an independent director on the Board of Directors." — Office Depot 2011 Proxy"

"We believe that Mr. Smith’s extensive knowledge of the capital markets, corporate finance, and public company governance practices as a result of his investment experience, together with his significant public company board experience, would make him a valuable addition to the Board."

"We believe that Mr. Smith’s extensive knowledge of the capital markets, corporate finance, and public company governance practices as a result of his investment experience, together with his significant public company board experience, would make him a valuable addition to the Board."

"Now that Darden's egregious corporate governance practices have directly resulted in a substantial and easily avoidable destruction of shareholder value, in clear defiance of a strong shareholder directive, it is apparent that the majority of Darden's current Board must be replaced."

"The appointment of director candidates, the nomination or removal of the representative director and executive directors, and decisions on the responsibilities of managing directors shall be based on a motion submitted by the Company president. — Keisei Corporate Governance Report"

"We believe that Mr. Feld’s extensive knowledge of the capital markets, corporate finance, and public company governance practices as a result of his investment experience, together with his significant public company board experience, would make him a valuable asset to the Board."

"We do not believe the current Board’s proposed slate, which includes 4 incumbent directors who have overseen massive shareholder value destruction and appalling corporate governance practices, has the operating record or shareholder-friendly mindset required to turn around Darden"

"We do not believe the current Board’s proposed slate, which includes 4 incumbent directors who have overseen massive shareholder value destruction and appalling corporate governance practices, has the operating record or shareholder-friendly mindset required to turn around Darden"

"We believe that Mr. Feld’s extensive knowledge of the capital markets, corporate finance, and public company governance practices as a result of his investment experience, together with his significant public company board experience, would make him a valuable asset to the Board."

"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 Listed Company Manual Section 303A Corporate Governance Standards Frequently Asked Questions"

"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."

"Despite a recent Board overhaul, we believe the fundamental dynamic remains unchanged: there is no effective counterweight to the Greenbergs, who have consistently demonstrated a disregard for adhering to best practices in public company and corporate governance practices."

"Keisei's Board is swollen by an excessive number of inside directors resulting in misalignment with peers and falling short of acceptable governance standards – at least 4 of Keisei's current inside directors offer little to the Board and should not stand for re-election"

"Phillips 66 (NYSE: PSX) shareholders, it's time to vote for a brighter future and better corporate governance. Vote the GOLD card FOR Elliott's board nominees Brian Coffman, Sigmund Cornelius, Michael Heim and Stacy Nieuwoudt, and FOR corporate governance enhancements."