Callouts & quotes from 1,061+ activist slides

""Shareholder returns continue to underperform peers similar in size and industry (as well as the broad industry and market index) over the last 1- and 3-fiscal year periods, while CEO compensation outranked most peers." — ISS Proxy Advisory Services, 2012 Hess Core Report. "The Company has been deficient in linking executive pay to corporate performance, as indicated by the "D" grade received by the Company in Glass Lewis' pay-for-performance model." — Glass Lewis 2012 Hess Corporation Proxy Paper."

"I would categorize Dropbox revenue growth as mid-growth (~20% YoY top-line growth). The interesting part is in the net income and free cash flow. The Company has guided to $1.6 billion revenue in FY19. If we apply a 20% growth rate to FY20, that would imply a ~$1.9 billion revenue. If we take management estimates of $375m of free cash flow, it would imply ~20x forward EV/FCF, below high growth profitable peers that routinely trade at 50x EV/FCF. — Seeking Alpha, "Finding Value in SaaS, Jan 2020"

""[Over] the last 10 years, our [Return on Capital Employed (ROCE)] has been higher than our refining or midstream peer sets. And we absolutely believe and are committed to ROCE as a key metric because we believe that we can accrete ROCE through disciplined investments, through disciplined asset dispositions and asset acquisitions. And we believe that ROCE is the leading indicator for increasing total shareholder return." — Phillips 66 CEO Mark Lashier, Wolfe Refining Conference, March 6, 2025"

"We’ll also continue to improve gross margins. The Company’s current gross margin is about 52%. We can earn a higher total company margin by achieving best-in-class margins in more categories and business units. Based on industry benchmarking, we believe that only about half of P&G businesses have gross margins better than their competitive peer set. As we get more of our businesses to best-in-class levels, we’ll increase our total company margin. — A.G. Lafley, Former CEO 2007 Annual Report"

"[Over] the last 10 years, our [Return on Capital Employed (ROCE)] has been higher than our refining or midstream peer sets. And we absolutely believe and are committed to ROCE as a key metric because we believe that we can accrete ROCE through disciplined investments, through disciplined asset dispositions and asset acquisitions. And we believe that ROCE is the leading indicator for increasing total shareholder return. — Phillips 66 CEO Mark Lashier, Wolfe Refining Conference, March 6, 2025"

"“I am a former employee. Left on good terms with the company. But the frustrations I had with the lack of communication and infrastructure had me shaking my head often. With more than 20 years in the restaurant industry, I was quite taken aback to learn that my two supervisors - a direct, and a vice president - had NO restaurant experience. And these were the people "leading the charge." It provided a lot of frustration to both me and my peers” — Former Buffalo Wild Wings Employee, 4/11/17"

""Under CEO Mike Hennigan, MPC has shown the most visible improvement among their peers over the past three years in both reliability, unit cost and profitability." — Scotiabank, June 30, 2023; "Marathon has been our top refining pick since initiating on the group in June 2022. Shares have led peers, driven by cost/commercial improvements and peer (and energy sector) leading capital returns, funded by strong refining margins and Speedway divestiture proceeds." — BMO, November 30, 2023"

"Under CEO Mike Hennigan, MPC has shown the most visible improvement among their peers over the past 3 years in both reliability, unit cost and profitability... — Scotiabank, June 30, 2023; Marathon has been our top refining pick since initiating on the group in June 2022. Shares have led peers, driven by cost/ commercial improvements and peer (and energy sector) leading capital returns, funded by strong refining margins and Speedway divestiture proceeds. — BMO, November 30, 2023"

"Under CEO Mike Hennigan, MPC has shown the most visible improvement among their peers over the past 3 years in both reliability, unit cost and profitability... — Scotiabank, June 30, 2023; Marathon has been our top refining pick since initiating on the group in June 2022. Shares have led peers, driven by cost/ commercial improvements and peer (and energy sector) leading capital returns, funded by strong refining margins and Speedway divestiture proceeds. — BMO, November 30, 2023"

""...in 2019, you laid out a similar cost-cutting program, and it actually looks like costs increased over that period on an absolute basis, stripping out energy and maintenance costs on a per unit - on a per barrel basis and relative to peers. So to instill some confidence maybe in this program that you're about to embark on, can you discuss maybe what went wrong in that 2019 to 2022 program and how you expect to maybe not incur those same issues?" — Cowen, November 2022"

"“...in 2019, you laid out a similar cost-cutting program, and it actually looks like costs increased over that period on an absolute basis, stripping out energy and maintenance costs on a per unit - on a per barrel basis and relative to peers. So to instill some confidence maybe in this program that you're about to embark on, can you discuss maybe what went wrong in that 2019 to 2022 program and how you expect to maybe not incur those same issues?” — Cowen, November 2022"

"On face value, Aerojet's revenue and earnings growth are comparable with industry peers. This forms the basis that its valuation is also in-line or at a discount with peers. However, Spruce Point believes that Aerojet's enterprise value does not accurately reflect numerous liabilities, its financial results are inflated with aggressive accounting, and its projected financial results will materially disappoint the Street “consensus” view formed by just a few analysts."

"“Phillips 66 has been pursuing a strategy for many years that emphasizes and grows midstream assets alongside its refining business, despite evidence that this structure isn’t delivering value for shareholders relative to the company’s more streamlined peers. A stronger board would have questioned why these disparate businesses – which trade at different multiples, trapping shareholder value and diluting management focus – belong together.” — Gregory Goff"

""As a leading integrated downstream energy provider with differentiated but complementary assets in highly attractive markets, we deliver consistent and compelling value for shareholders throughout economic and commodity cycles." — Phillips 66 Management, Phillips66Delivers.com; "[We're] having less volatility than refining peers when refining margins flex to the downside, so we get the best of both worlds." — Phillips 66 CEO Mark Lashier, March 6, 2025"

"“Phillips 66 has been pursuing a strategy for many years that emphasizes and grows midstream assets alongside its refining business, despite evidence that this structure isn’t delivering value for shareholders relative to the company’s more streamlined peers. A stronger board would have questioned why these disparate businesses – which trade at different multiples, trapping shareholder value and diluting management focus – belong together.” — Greg Goff"

"“while the Company’s Total Shareholder Return performance continues to significantly trail its GICS group, CEO pay is above the ISS selected peer median.” — ISS; “Overall, the Company PAID MORE than its peers, BUT PERFORMED WORSE than its peers.” — Glass Lewis; “shareholders should be deeply concerned with the compensation committee’s sustained failure in this area.” — Glass Lewis; “…we question her continued service on ANY public Board” — Glass Lewis"

"“...we believe a peer group should range from 0.5 to 2 times the market capitalization of the Company. In this case, Glass Lewis has identified 16 peers outside this range, which represents approximately 80% of the peer group.” — 2011 Glass Lewis proxy paper on AOL; “Shareholders need to be satisfied that the peer group is appropriate and not cherry-picked for the purpose of justifying or inflating pay.” — 2011 Glass Lewis proxy paper on AOL"

"In a somewhat surprising tactic, PSX management talked down the potential SOTP upside (i.e.. [stating that the Company is] fairly valued), with ~1.0x multiple market premium vs. peers reflective of some of that value capture... [PSX considers the] potential uplift would be further reduced by meaningful compression on the "remainco", with the stand-alone Refining business closer to a 5.0x EBITDA business... — Piper Sandler, March 2025"

"“In a somewhat surprising tactic, PSX management talked down the potential SOTP upside (i.e.. [stating that the Company is] fairly valued), with ~1.0x multiple market premium vs. peers reflective of some of that value capture… [PSX considers the] potential uplift would be further reduced by meaningful compression on the “remainco”, with the stand-alone Refining business closer to a 5.0x EBITDA business…” — Piper Sandler, March 2025"

"We value REZI as if it were two separate business using the valuation multiple implied by the trading comps on the previous slide. We believe that the businesses should trade at a discount to peers given lingering legacy operational and financial reporting issues, along with growing complexity from recent M&A. We see 25% - 50% downside risk and expect REZI to underperform the technology and home services sectors."

"Shareholders need to be satisfied that the peer group is appropriate and not cherry-picked for the purpose of justifying or inflating pay. In general, we believe a peer group should range from 0.5 to 2 times the market capitalization of the Company. In this case, Glass Lewis has identified 10 peers outside of this range, which represents approximately 62.5% of the peer group. — Glass Lewis, Hess Proxy Paper 2011"

""We believe the new BDC (ACAP) will have inferior returns relative to peers because it has lower asset yields and a higher cost structure. As a result we believe this investment will continue to trade at a deep discount to its book value" — KBW Research Note, November 9, 2015; "We apply an 80% book value multiple to the net assets of American Capital Income" — Cantor Fitzgerald Research Note, November 9, 2015"

"AMR has an unusually high freight and handling cost. The reported costs match the reported revenues, which make it appear as if there is no net impact on its financial statements. However, AMR does absorb transportation costs, specifically to move the coal to the ports for the export market. Yet, plenty of its peers also export significant volumes abroad and don't report nearly as high freight costs per ton."

"Spruce Point believes there is significant downside to TASK's share price as the Company is overvalued on both its revenue and EBITDA multiple and should trade at best in-line with peer valuations, and at worse a material discount to reflect the numerous concerns we've documented in our report including substandard disclosures, and evidence of increased financial pressures with its largest customer Facebook."

"“Vote AGAINST the Compensation Committee members for approving executive employment agreements that contain egregious pay practices and problematic pay-for-failure risks.” — ISS 2009 Report on Motorola; “Motorola’s executive compensation received an F grade.... Overall, the Company paid significantly more than its peers but performed significantly worse than its peers.” — Glass Lewis 2009 Report on Motorola"

""ISS' quantitative analysis indicates that CEO pay significantly outranked peer companies within similar sector and size ranges, while 1- and 3-year TSRs were at or near the bottom ranking of the same peer group. Specifically, relative TSR performance has been at the lower end of the bottom quartile of peers while CEO pay has been in the top quartile." — ISS Proxy Advisory Services, Hess Core Report 2012"

"Unlocking McGraw-Hill’s long-term conglomerate discount would result in ~$11 of value; Eliminating McGraw-Hill’s corporate cost structure would contribute ~$6 of value; Execution of McGraw-Hill’s authorized buyback would create $3.50 of immediate value; Bridging the remaining margin gap with McGraw-Hill’s peers (gap after collapsing the corporate structure) would create an additional ~$4 of value."

"The Street believes that VRNT shares trade at a ~35% discount to SaaS peers. However, we estimate that VRNT trades just above the industry median, despite its chronically low organic growth, destructive acquisitions, and inability to generate cash flow growth despite frequent M&A – a stark contrast to the many fast-growing and highly-profitable true cloud businesses which occupy the space."

"Limbach trades at over 18x our estimate for its FY26E Adj. EBITDA, a large premium when compared to peers. We believe this premium is unwarranted considering the Company's decelerating organic revenue growth, non-existent free cash flow growth, and its aggressive accounting methods which we believe may overstate earnings quality and obscure the true underlying volatility of the business."

""We put a lot of their pumps in our systems. So it makes a lot of sense. They are a very complementary company with what we do with water. They've always been viewed as a peer of ours because we both operate in the water treatment segment or the water segment as a whole. But never as a competitor of ours, more of a partner." — Evoqua CEO Keating, Pittsburgh Business Journal, Jan 23, 2023"

"As a producer of commodity products and ingredients, MGPI has to constantly innovate to maintain a competitive advantage against its larger peers that have substantially more resources and can easily out-spend it. MGPI holds very few patents, but as we highlighted earlier, its key patent rights to Fibersym® is set to expire in 2017 and could have a material adverse effect on margins."

"Shareholders need to be satisfied that the peer group is appropriate and not cherry-picked for the purpose of justifying or inflating pay. In general, we believe a peer group should range from 0.5 to 2 times the market capitalization of the Company. In this case, Glass Lewis has identified 10 peers outside of this range, which represents approximately 62.5% of the peer group."

"Among the distortions employed by the Company to hide management's history of value destruction, Arconic's purported TSR calculations assume an arbitrary start date that essentially matches a multi-decade low in the trading price of Alcoa Inc., a fundamentally flawed approach that ignores the fact that Alcoa's peers hit their lows on different dates than did Alcoa Inc."

"Considering that Zillow's Adj. EBITDA is virtually all stock-based compensation, Spruce Point believes free cash flow is a much better figure to value the Company. Zillow trades at a much higher multiple of free cash flow then nearly all its peers. At over 6x sales and ~37x+ FCF, we believe that Zillow is one of the most richly valued stocks among its peer group."

"As shown in our presentation, the upside from a more focused, streamlined PepsiCo is substantial – greater strategic focus, faster organic growth and meaningful profit-margin expansion would warrant a valuation in line with peers, the market and PepsiCo’s own history, representing a path to more than 50% stock-price increase from today’s depressed levels."

"Elliott Investment Management has won support from a prominent Phillips 66 investor for its campaign to replace some of the oil refiner's board members. Gregory Goff said...that Phillips 66's pursuit of midstream assets alongside its refining business has failed to deliver shareholder value relative to more streamlined peers. — The Wall Street Journal"

"According to the independent expert report (set out in full in the Appendix), valuing the OLC stake in Keisei’s balance sheet on a mark-to-market basis, reveals that (1) Keisei’s true equity to asset ratio is nearly double its peers; and (2) its ROE has consistently averaged just 0.6% over the last 5 years, a fifth of that achieved by Keisei’s peers"

"Skepticism among scientists makes it "really hard" to get the machine’s data through peer review, forcing "absolutely crazy" amounts of extra validation; struggle to publish papers given lack of trust by academics; vicious cycle as institutions can’t afford the machine, which limits the number of papers; BLI cutting themselves “off at the knees.”"

"We compare Bunge with a global set of agriculture trading and merchandising peers. Analysts often fail to include Bunge's global peers in emerging markets to formulate their valuation. However, it is not fair to ignore these companies since most of Bunge's assets and revenues are based in risky parts of the world such as Brazil and Argentina."

"Aegon trades at a slight discount to its peer median. However, we believe the Company deserves a deeper discount due to the considerable operational risk that exists in its Americas segment; we do not believe the Company's sell-side analysts have given proper attention to the risk that WFG's MLM structure presents in their analysis."

"“The midstream portfolio is made up of high-quality assets – these assets are just not getting the level of attention or capital allocation required to compete against peers. We need a renewed focus on stewarding these assets while exploring the most accretive mechanisms to realize value from the midstream portfolio.” — Michael Heim"

"The midstream portfolio is made up of high-quality assets – these assets are just not getting the level of attention or capital allocation required to compete against peers. We need a renewed focus on stewarding these assets while exploring the most accretive mechanisms to realize value from the midstream portfolio. — Mr. Heim"

"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."

""If you look at our TSR performance since July of 2022, when I moved into the CEO position, TSR has been something like 66%, 65%, again, higher than the basket of our refining peers, higher than the S&P Energy Index as well. And so all of those metrics are firm and indisputable." — Phillips 66 CEO Mark Lashier, March 18, 2025"

"“If you look at our TSR performance since July of 2022, when I moved into the CEO position, TSR has been something like 66%, 65%, again, higher than the basket of our refining peers, higher than the S&P Energy Index as well. And so all of those metrics are firm and indisputable.” — Phillips 66 CEO Mark Lashier, March 18, 2025"

""If you look at our TSR performance since July of 2022, when I moved into the CEO position, TSR has been something like 66%, 65%, again, higher than the basket of our refining peers, higher than the S&P Energy Index as well. And so all of those metrics are firm and indisputable." — Phillips 66 CEO Mark Lashier, March 18, 2025"

"Shouldn't DV investors be concerned that it cannot specifically quantify its total number of customers and has reported the same boilerplate figure of "over 1,000" since first filing with the SEC in September 2020? Even worse, DV doesn't define what exactly is a customer, while its close peer IAS gives a lengthy description."

"If you look at our TSR performance since July of 2022, when I moved into the CEO position, TSR has been something like 66%, 65%, again, higher than the basket of our refining peers, higher than the S&P Energy Index as well. And so all of those metrics are firm and indisputable. — Phillips 66 CEO Mark Lashier, March 18, 2025"

"We believe the market wildly overvalues the entirety of BR by not considering that 40% of its business is tied to low/no margin distribution revenue and services such as credit statement printing. Its gross margins and capex spending (due to aggressive capitalization of costs) are vastly below financial technology peers."

"Southwest is led by a team that has proven unable to adapt to the modern airline industry; the Company’s release today seems to admit as much by stating that the revenue guidance reduction was the result of “complexities in adapting” to the current environment — complexities that Southwest’s peers seem able to adapt to."

"Valuing FSCT shares at a more conservative multiple – below that of its purported peer group – and taking into account (A) management’s unreleased guidance and (B) the potential impact of the pandemic on sales, Spruce Point believes that FSCT shares are worth 50%-60% less than the $33 price set by the merger agreement."

"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."

"Oasis's proposals are additive only and are not calling for shareholders to oppose any incumbent directors; we believe there is benefit in having a larger board, like sector peers, allowing for the addition of specialized expertise while retaining existing directors to ensure continuity and stability for shareholders."

"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"

"Management has cited a high return on capital over the past 10 years as an indication of their competence. Over a more relevant five-year time horizon, Phillips 66 has underperformed both refining and midstream peers, with the underperformance especially stark after adjusting for midstream's lower cost of capital."

"GRP asset turns are below the most relevant peers: Novelis, Constellium and Kaiser Aluminum. In fact, GRP is in-line with UACJ (an asset-heavy Japanese company). Based on the 2016 average turns of 2.98 (excluding UACJ), GRP's is capable of supporting ~$6.5 billion of sales, or 34% more than were generated in 2016"

"Dye & Durham closed at $14.80 per share on its first trading day. This is the price that needs to be used when comparing performance with other publicly traded companies. Introducing the IPO discount in the measurement creates an apples-to-oranges comparison since the peers did not benefit from the IPO bump."

"Spruce Point does not believe that BR is justified in calling itself a SaaS company with margins that scale. In fact, its financials look nothing like a high quality SaaS company. When we benchmark BR's gross margins and deferred revenue relative to its recurring revenue, we find it to be wildly below peers."

"Turner's affiliate efficiency(a) (affiliate revenues per primetime households delivered) is at the high end of the range amongst the peer group primarily due to TNT, which benefits from sports programming, and CNN which had a head start as the first all-news channel, but is facing increasing competition."

"SMCI is currently trading at the highest revenue multiple in its sector, likely a reflection of investors perception that it is growing revenues the fastest. However, unlike its peers which have historically solid free cash flow generation, SMCI has not demonstrated any long-term free cash flow ability."