Callouts & quotes from 3,960+ activist slides

"We believe that Ms. Schnabel’s substantial business experience and financial background, coupled with her extensive experience serving as a director of public and private companies, would make her a valuable addition to the Board."

"Based on concerning actions taken by the current Board over the past few months, shareholders should have no reason to believe these directors have the strength and independence to hold management accountable for its new promises."

"We believe that Ms. Schnabel’s substantial business experience and financial background, coupled with her extensive experience serving as a director of public and private companies, would make her a valuable addition to the Board."

"We estimate that more aggressive tax maneuvers (i.e. discrete items) by BR in FY 2022 resulted in approximately $20.6 million of cash flow benefits. We believe there are long-term limits to how much lower BR can push tax benefits."

"Our estimates are significantly below the Street in 2022. We also eliminate all the "noise" of Stryker's adjustments, which we believe are covering-up financial strains and allowing results to rapidly diverge from GAAP financials."

"We do not believe the market fully appreciates the rising challenges that Rollins is likely to face from an onslaught of private equity money competing for deals and capable of driving up valuations for actionable quality targets."

"Spruce Point believes there is significant downside risk to ROAD’s share price as its premium multiple is reconsidered by institutional investors in the face of our strong evidence to indicate that it is masking growing pressures."

"Our diligence leads us to believe that CSC is likely non-substantive and effectively an alter ego of IQE, supporting our view that IQE's economic reality is more appropriately understood by adjusting for the transactions with CSC."

"TransMedics National OCS Program (NOP) is, we believe, a large-scale fraudulent billing conspiracy whereby customers - transplant centers and organ procurement organizations (OPO's) - are overcharged for its air transport service."

"Glass Lewis believes that separating the roles of CEO (or, more rarely, another executive position) and Chair creates a better governance structure than a combined CEO/Chair position. — Glass Lewis 2024 Benchmark Policy Guidelines"

""The best measure to judge a company's performance over time is growth of free cash flow per share, and we believe that's what drives long-term value for our owners." — Rich Templeton, Chairman and former CEO of Texas Instruments."

"Glass Lewis believes that separating the roles of CEO (or, more rarely, another executive position) and Chair creates a better governance structure than a combined CEO/Chair position. — Glass Lewis 2024 Benchmark Policy Guidelines"

"Spruce Point believes GFL obscures what it is paying for “platform” deals because it has substantially overpaid. Instead, it points investors in its IPO document to an “average adjusted” EBITDA multiple of 7.0x for over 100 deals"

"We also question why management would get the benefit of such significant acquisition-related add-backs when they’ve admitted acquisitions are part of their business model. We believe they should be considered recurring expenses."

"We believe the Zio solution is so simple as to make meaningful and sustainable differentiation a challenge. Ultimately, we view the device as highly commoditized and the results reporting activity as persistently labor-intensive."

"We believe Blackford's communications and iRhythm's actions are very concerning given his 25-year career in the medical device industry, including employment at another company that received an FDA warning letter for misbranding."

"We believe most HIMS products are completely commoditized. Though it claims its brand is a differentiator, we believe its only competitive differentiator is easy access to prescriptions, which customers pay for via higher prices."

"It seems Zillow's management believes Flex and MBP can coexist in the same markets. We believe Zillow is walking a very fine line and our research indicates that it will be difficult for the two models to coexist in the long run."

"IRBT would like analysts and investors to believe that it is a high-tech company worthy of a premium valuation. However, we observe that IRBT is now spending more on sales and marketing than actual research and development costs!"

"Google Earth photos from 2008 to 2018 show only little changes to the property. Meanwhile, we also stress that the county assessor office allocates a modest $770,000 to the properties, which we believe to be much more reasonable."

"Valeant believes Val-gan can achieve "[h]igh single-digit organic revenue growth for the foreseeable future" across the entire business, including both the cliff and durable portfolio. — Valeant Public Presentation April 22, 2014"

"Spruce Point believes there is significant downside risk to DY’s share price as its premium multiple is reconsidered by institutional investors in the face of our strong evidence to indicate that it is masking growing pressures."

"We believe McDonald’s needs independent directors who will drive the Company’s commitments to ESG, including animal welfare, forward and protect shareholders’ interests because the current Board has historically failed to do so."

"Spruce Point believes there is a certain comedic humor in the ratings and price targets of MSCI. Notably, one of the highest price targets on the Street is Morgan Stanley, who recently upgraded the stock calling it a “Top Pick”."

"We believe there are two potential reasons why: (1) doing so shines a brighter light on the poor results of the non-Live offerings, and (2) Live results contain concerning data points that could potentially disappoint investors."

"Based on peer data and an expert interview, we believe that Resideo's average customer life assumption of 12 years in the Snap One transaction to be extremely aggressive and well beyond the 7 – 8 years supported by our analysis."

"We view this as a stronger indicator that it is looking more carefully at goodwill impairment. We believe qualitative testing is more subjective relative to quantitative testing and may have allowed Stryker to defer impairments."

"Notice carefully that Remitly is now footnoting that its app store reviews vary by user location and device type. We believe this may be a signaling effect by the Company to warn about changing dynamics among its customer base."

"We believe that DOX should not trade at a material premium to midcap technology and business process outsourcing (BPO) peers as a result of its opaque and complex structure, below avg growth, accounting and governance concerns."

"We do not believe PERI's recent valuation expansion is warranted in light of the numerous concerns we've raised about the quality of its accounting, financial disclosures, and sustainability of its recent financial performance."

"Spruce Point believes the market is miscalculating Porch's market capitalization by not having the correct share count. Its valuation and stock multiples are much higher after taking into account warrant and option adjustments."

"We believe there would be meaningful interest in an acquisition of Tripadvisor by strategics and/or financial sponsors, with an acquisition offer of $18-19 per share for the entire company submitted as recently as January 2025."

"We believe there are no major technical obstacles to executing the Sandell Plan Therefore, we believe it would be a mistake for the Board not to take advantage of current market conditions to position the Company for the future"

"We believe that NIHD's accounting is erroneous in this instance, rather than AMT's; however, Ms. Katz has been on both boards and audit committees around the time of the transactions and during the companies' ongoing reporting."

"We believe the controls may be insufficient by design, as Inteliquent appears to profit significantly from illicit scam and robocall activity by selling blocks of phone numbers to bad actors and routing the calls they generate."

""With new addressable CTV products, enhanced VMP tool sets and those premium publisher inventory, we believe Telaria is in a strong position to capitalize on the upcoming political campaign season." — Telaria Pre-Merger Q3 2019"

"management believes that as of November 30, 2015, our internal control over financial reporting was not effective based on the Committee of Sponsoring Organizations of the Treadway Commission criteria. — Aerojet Rocketdyne 10-K"

"We believe the findings of our proprietary data scrape and market survey will be validated over the next four months as HSIC provides updated information, and the Street begins to fully appreciate the value of Vets First Corp."

"In the balance of this letter, we outline the drivers of Phillips 66’s underperformance, the magnitude of the value-creation opportunity at hand – which we believe could be approximately 75% of upside from today’s stock price."

"We did so principally because we believe that the incumbent Target board has: Suboptimal composition, Made significant strategic mistakes that have destroyed shareholder value, Performed key corporate governance duties poorly."

"We believe that the magnitude of this potential cost savings will be too great for many orthodontic offices to ignore – something which the current pandemic-driven pause in business will allow (and encourage) them to evaluate."

"We believe that the magnitude of this potential cost savings will be too great for many orthodontic offices to ignore – something which the current pandemic-driven pause in business will allow (and encourage) them to evaluate."

"We believe that, were shareholders to approve the transaction, this impending patent cliff will continue to be a massive overhang on Bristol-Myers shares – much like it has been for Celgene shares – for the foreseeable future."

"Spruce Point believes that much of MSCI's core index business has been commoditized and that its "New Growth" areas require a transformation which we believe will ultimately prove too difficult and costly for MSCI to surmount."

"We believe Macy’s will be worth approximately $70 per share following the creation of the two JVs (this is before value creation from additional real estate monetization, further improved operations, and credit card earnings)."

"We have compiled a diverse slate of experienced chemical executives and seasoned public company board members who we believe will help instill accountability, improve performance, and demand operational excellence at Huntsman."

"In the balance of this letter, we outline the drivers of Phillips 66's underperformance, the magnitude of the value-creation opportunity at hand – which we believe could be approximately 75% of upside from today's stock price."

"We believe Canadian Tire’s reported EPS does not reflect its underlying organic growth. By removing what we believe are unsustainable benefits to EPS, the gap between our Spruce Point adjusted EPS and the reported EPS widens."

"We believe Canadian Tire's reported EPS does not reflect its underlying organic growth. By removing what we believe are unsustainable benefits to EPS, the gap between our Spruce Point adjusted EPS and the reported EPS widens."

"We believe our plan could create total value of $54 to $64 per share compared to ~$28 per share in the proposed transaction, while retaining operating control and the prospect of receiving a true control premium in the future"

"Spruce Point believes that current market data services fail to account for significant dilutive securities (options and RSUs), new operating lease commitments, and the liability to the Digital Transformation Institute (DTI)."

"We believe Huntsman should both explore ways to transition customers away from raw material-indexed contracts, and concurrently develop a plan to transition volumes away from end markets that predominantly use such contracts."

"We believe releasing the GSEs from conservatorship could generate ~$300 billion for taxpayers, while maintaining the same availability and affordability of mortgage financing that exists today with the GSEs in conservatorship"

"Beware of hyper promotional technology companies throwing spaghetti on the wall to find a business model. We will explain why we believe Porch.com is the mirror image of The Active Network, a successful short from years past."

"Spruce Point believes BR is retroactively reducing segment margins, notably in its Global Technology and Operations segment by approximately 80 - 90 basis points, with a reclassification involving foreign exchange allocation."

"Spruce Point believes that any failure by management to disclose its full financial outlook to prospective buyers could, at the very least, provide sufficient grounds for Advent to ask Forescout to renegotiate the deal price."

"Without a proper focus on Kao’s strongest brands, it is hard to believe that Kao has the same ‘right to win’ in the global marketplace as peers and its poor portfolio management will continue to act as a drag on a turnaround."

"We believe releasing the GSEs from conservatorship could generate ~$300 billion for taxpayers, while maintaining the same availability and affordability of mortgage financing that exists today with the GSEs in conservatorship"

"Not only do we believe Zillow will fall well short of these targets, but the Company also quietly excluded some of these targets from their 2024 investor presentation, without ever having publicly commented on the retraction."

"We believe a large driver of Zillow's recent push for repurchases (the Company has spent nearly $1.4 billion over the last two years) is to offset dilution from the Company's overly-indulgent stock-based compensation program."