Callouts & quotes from 773+ activist slides

"“...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."

"“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."

"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"

"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."

"“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"

"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."

"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."

"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."

"Lasertec is an extreme, textbook accounting fraud that checks off every box: claiming to have the highest margins in the industry; but alarmingly little cash flow and the lowest cash conversion among its peers; accompanied by the highest inventory level of any semicap equipment supplier in the world."

"If Monster were valued in a range of 4x – 5x sales and 15x – 18x EBITDA consistent with its peers and closer to recent industry M&A transactions of faster growing companies such Celsius acquiring Alani Nu and Keurig Dr. Pepper acquiring GHOST Energy, we could see 25% - 40% long-term downside risk."

"TASK is trying to sell investors on COVID-19 related expenses as adjustments to EBITDA and EPS. This might be perfectly acceptable if it were common practice for public company peers to do so. However, we don't believe that to be the case. As a result, we adjust TASK's EBITDA lower by ~$8m."

"On the sales side, I want to talk about sales and talk about our leasing activity and our leasing spread... The moods of the retailers, and you've heard this on the other conference calls with our peers, is improving dramatically. — Art Coppola, Chairman & CEO of Macerich, November 5, 2009"

"I would have to go through at least five layers [at Bristol-Myers], whereas I would have to go through three layers at a different company to do the same thing. This would result in the same process taking 4-6 months at Bristol versus 1-2 months at [peers]. — Former Bristol-Myers Executive"

"We believe that PSX' debt levels are already appropriate for their mix of businesses (using 3.5x for midstream, 2.5x for chems, and 1.0x for refining based on peers, we would expect a 2.5x debt/EBITDA target is appropriate which they are already below). — Bank of America, February 7, 2025"

"We believe that PSX' debt levels are already appropriate for their mix of businesses (using 3.5x for midstream, 2.5x for chems, and 1.0x for refining based on peers, we would expect a 2.5x debt/EBITDA target is appropriate which they are already below). — Bank of America, February 7, 2025"

"We believe that PSX' debt levels are already appropriate for their mix of businesses (using 3.5x for midstream, 2.5x for chems, and 1.0x for refining based on peers, we would expect a 2.5x debt/EBITDA target is appropriate which they are already below). — Bank of America, February 7, 2025"

"The other large cap public midstream companies would all have an eye on Phillips 66’s midstream business if it were for sale. Given how underperforming the business has been, all the peers would know that $4 billion of EBITDA could easily be turned into $5 billion or more. — Michael Heim"

"Investors ascribe CHD the highest valuation in the consumer products sector, mostly on the misplaced belief that its growth is fastest among peers, but fail to account for the low quality contribution from acquisitions, and recent price increases that have temporarily boosted revenues."

"Phillips 66 has repeatedly highlighted the absolute dollar amount it has returned to shareholders via dividends and share repurchases, without mentioning that it trails its peers relative to its market cap on this metric. Management's omission of key information deceives shareholders."

"Skechers’ purchase commitments relative to LTM revenue are approximately 64% higher than that its peers as of their most recent fiscal year end. Moreover, Skechers’ increase in relative purchase commitments since before COVID-19 (FY-2 for all) is over twice as high as that of others."

"NSK, NTN, JTEKT, U.S. Steel, and AK Steel are unsuitable peers for TKR. Although Altra and Kennametal are adequate peers, they are substantially less similar to TKR's bearings business than SKF, but their inclusion in a broader peer group does not alleviate TKR's trading discount."

"When compared to peers, Limbach has among the lowest NTM RPO as a percentage of estimated NTM revenue. This could imply a weaker forward revenue base, shorter project durations, or less visibility into future revenue, potentially signaling elevated revenue risk relative to peers."

"Most of the Company's independent Directors have been on the Board for at least 8 years (average/median tenure of approximately 9 years), and rather than being "agents of change," they have overseen the Company at a time during which it has significantly underperformed its peers"

"WD-40’s valuation relative to its own selected peers set of specialty chemical and auto part distributors exposes its extreme valuation. Its valuation becomes even more expensive once it becomes evident that overly aggressive estimates for 2020-2021 will be difficult to achieve."

"Phillips 66 (NYSE: PSX) investors are voting with their feet. The company's stock outperformed peers by 11% with Elliott's release of its #Streamline66 plan, then sank when Phillips 66 management publicly doubled down on its conglomerate structure and midstream growth strategy."

"While there are differences between Smiths' businesses and these companies, the fact that Smiths trades at a meaningful discount to its pure play peers in each of its divisions is a powerful attestation that the entire Company trades at a sizable discount to its SOTP valuation."

"We aren't going to give you a specific margin target, but it should result in between 100 to 150 bps of margin improvement annually on the pathway to narrow the margin gap with peers and deliver industry competitive margins. — CEO Alan Shaw, Q4 2023 Earnings Call, Jan. 26, 2024"

"However, despite having arguably the best positioned portfolio in the consumer packaged goods industry, Nestlé shares have significantly underperformed most of their US and European consumer staples peers on a three year, five year, and ten year total shareholder return basis."

"Dollarama has no promotional expense. Meanwhile, promotional expenses average 1-2% of revenue among U.S. peers. As established competitors continue to expand, and as new competitors enter the market (Amazon included), Dollarama’s no-cost marketing strategy may prove untenable."

"Saputo has exhibited the largest increase in Days Inventory Outstanding (DIO) among its global set of dairy industry peers. Whereas its DIOs were below average, now they are above industry average. In fact, over the past 4 years, Saputo's DIO have increased by nearly 20 days."

"Penumbra is a laggard in BOTH 1) scale and 2) stent retriever quality. The simultaneous growth of bundling and the solumbra technique - even as solumbra expands the market for aspiration catheters - will put Penumbra at a significant competitive disadvantage to larger peers."