Callouts & quotes from 2,037+ activist slides

"PEREIRA also discovered that, prior to his coming on board, there was evidence that Counter-Defendants had engaged in criminal and/or unethical activities, including without limitation, securities fraud, tax evasion, insider trading, false or deficient reporting to government agencies, violation of disclosure requirements, failure to document various transactions on company books, failure to keep records of Board meetings and/or to document decisions by the Board, nepotism, engaging in conflict of interest transactions, presenting false information regarding Counter-Defendants' products to potential investors and shareholders, breach of fiduciary duty and self-dealing by Board members, dilution of stock and misappropriation of company assets. — MEREDIAN HOLDINGS v. PAUL PEREIRA (case number: 1:16-cv-00124-WLS) (Document 104; page 5-6,13-14)"

""Trials – that’s where the misuse is. A guy in Brooklyn had a test to permanent implant ratio of 10%. He was just taping the lead to patients’ backs and not even implanting the leads. That’s just straight up fraud and he belongs in jail. That’s one opportunity for abuse." — KOL and moderate Nevro user; "Doctors doing trials to make money was a big problem. Companies were charging $1,000 to $2,000 per lead and having doctor putting in 4 leads with no intent to do a permanent implant." — KOL and Nevro implanter; "There are doctors looking to pump bodies through the clinic and install stimulators. There absolutely are. The trial should speak for itself. I never push the permanent implant. Florida is the big abuse state not only for stimulators but opioids. There are giant billboards on highways for cataract surgery and stimulators too." — KOL"

""The Board of Directors sincerely appreciates the constructive perspectives Jeff has brought to our group...he has been a valuable contributor to the Board and provided a focus on the long-term best interests of the company and its shareholders. We thank him for his service and wish him continued success." — Nigel Travis, Chairman and CEO of Dunkin' Brands; "On behalf of our management and Board of Directors, I want to thank Jeff for his significant contributions to Office Depot and its shareholders. Jeff has been an integral part of our accomplishments and provided important perspectives that helped to define strategies that position the company for long-term growth and profitability. I have appreciated our time working together and wish Jeff well in his existing and future projects." — Roland Smith, Chairman and CEO of Office Depot"

"“The Board of Directors sincerely appreciates the constructive perspectives Jeff has brought to our group...he has been a valuable contributor to the Board and provided a focus on the long-term best interests of the company and its shareholders. We thank him for his service and wish him continued success.” — Nigel Travis, Chairman and CEO of Dunkin’ Brands; “On behalf of our management and Board of Directors, I want to thank Jeff for his significant contributions to Office Depot and its shareholders. Jeff has been an integral part of our accomplishments and provided important perspectives that helped to define strategies that position the company for long-term growth and profitability. I have appreciated our time working together and wish Jeff well in his existing and future projects.” — Roland Smith, Chairman and CEO of Office Depot"

""The strong leadership of President and CEO Yoshihiro Hasebe, and with the appropriate oversight and advice from the current Outside Directors" — Kao Corporation. "What we want to hear from the Company is why we should expect the next step to be different." — Foreign Buyside Analyst. "How do I rate the strategic competence of management? I would give them a zero. Actually, can I give them a negative? They failed to deliver on guidance and the board made no change to management. It’s horrible." — Foreign Buyside Analyst. "My sense is none of the management team are really what you would call ‘professionals’… they should bring in specialist personnel with knowledge of global business" — Domestic Buyside Analyst. "The management team's abilities are extremely low… Global skills are practically non-existent." — Domestic Buyside Analyst."

""Without exception in across the board, we’ve either maintained or grown share throughout 2023, and we would expect that to continue...whether it’s in the lab or whether it’s in the production, I think we’ve had another year of good share gains in ’23." — CEO Michael Stubblefield, 2023 Analyst Day, 12/8/2023; "We’re confident we certainly have a leading [lab solutions] platform here and we remain focused on leveraging our capabilities to continue to grow share. And I think there’s certainly a lot of data points here to support our view here that we’ve got a nice share story." — CEO Michael Stubblefield, 3Q 2024 Earnings Call, 10/25/2024; "They have said for years [LSS] is not losing share, but do the math since 2018 when both were +/- $5bn of revenue. TMO is now $9bn and LSS is still <$5bn." — Sell-Side Analyst, May 2025"

""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," said Land and Buildings Founder and Chief Investment Officer, Jonathan Litt. "Taubman continues to deliver suboptimal value for shareholders with 57% stock underperformance versus Class A Mall Peers over the last five years. We believe our two independent and highly-qualified director nominees, Charles Elson and myself, will bring the fresh perspectives and objectivity that we believe is currently lacking on the Board and can help reverse this trend of value destruction." — Jonathan Litt, Land and Buildings"

""We will have much more to say about these goals and the initiatives necessary to achieve them when we release our full presentation to shareholders," continued Mr. Peltz. "But to be clear, Disney needs to again be the beacon of strategic clarity and exceptional execution it once was. No Disney shareholder should be content with the current strategic muddle or have to endure failed execution without accountability." — Nelson Peltz. "Nelson and I are not about strategic platitudes or soft goals. As Disney Board members, we would expect to help drive Disney's financial performance by working with other Board members to set demanding but realistic goals (to which executive compensation will be tied) and provide rigorous oversight to help ensure accountability for operational execution and capital allocation." — Jay Rasulo."

"“Holger Mueller of Constellation Research Inc. said Box’s revenue growth of just 10% was ‘measly’ and that shareholders such as Starboard were right to ask why the company has not performed better...‘But the question needs to be asked, why has Box only grown by 10% during pandemic times, while the global economy is restarting and reinventing itself around digital processes?’” — Silicon Angle, May 2021; “Box has guided to a meaningfully improved financial model, expecting to achieve the ‘Rule of 40’ by FY24 and calling for accelerating growth with meaningful margin expansion. While we would certainly like to see that, the problem is Box has always ranked low on sales efficiency and seen declining net retention rates, which makes it tough for us to underwrite the combination of the two.” — RBC Capital Markets, July 2021"

"Iger told board members he didn't think Chapek needed to audition for the role... Iger told [Chapek] that instead of the one-on-one board interviews, Disney's lead independent director, Susan Arnold, would be in touch... She and Iger had both recommended Chapek for the job, and the board had approved. — CNBC. Mr. Iger, then still under contract as executive chairman, didn't move out of the office he kept at Disney's headquarters in Burbank, Calif. He called strategy meetings with Mr. Chapek's underlings without inviting the new CEO. — WSJ. The executive change came together quickly, blindsiding Chapek and his closest allies. Disney's board reached out to Iger on Friday [November 18, 2022], without any other serious candidates in mind to replace Chapek as CEO, CNBC's David Faber reported Monday, citing sources. — CNBC."

"“Holger Mueller of Constellation Research Inc. said Box’s revenue growth of just 10% was ‘measly’ and that shareholders such as Starboard were right to ask why the company has not performed better...But the question needs to be asked, why has Box only grown by 10% during pandemic times, while the global economy is restarting and reinventing itself around digital processes?” — Silicon Angle, May 2021; “Box has guided to a meaningfully improved financial model, expecting to achieve the “Rule of 40” by FY24 and calling for accelerating growth with meaningful margin expansion. While we would certainly like to see that, the problem is Box has always ranked low on sales efficiency and seen declining net retention rates, which makes it tough for us to underwrite the combination of the two.” — RBC Capital Markets, July 2021"

""[Bob] Iger had personally selected every member of the board, which is surprisingly lacking in media and entertainment experience. Iger is personally close with several of them, including Nike Executive Chairman Mark Parker and General Motors CEO Mary Barra [who is on Disney's Compensation Committee]. In addition, the wife of another director, Michael Froman, then vice chairman of Mastercard and now president of the Council on Foreign Relations, had been housemates with Iger's wife..." — CNBC, September 2023; "[G]iven the many challenges [Disney faces], Parker will be spreading himself thin" as Chairman of both Disney and Nike, and "only a handful of executives", including Rupert Murdoch [who recently stepped down from serving as Chairman of Fox and News Corp.], chair two S&P 500 companies." — Reuters, January 2023"

""In November, we announced Bob Iger's return to the role of Chief Executive Officer. While remaining focused on the ongoing evolution of our core operating model, the Board gave Bob a dual mandate for his two-year term to rebalance investment with return opportunity while retaining the focus on the creative talent that defines Disney and to assist the Board in ongoing leadership succession planning." — Disney's 2023 Proxy Statement; "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"

""[Dr.] Klaus Kleinfeld serves as both the CEO and chairman. The combined role is increasingly discouraged by investors believing instead that the separation of these roles provides more effective board oversight. As an enhanced safeguard, the company has individual designated Patricia Russo as the Lead Director. However, Ms. Russo is overboarded, serving as Lead Director of GM, chairman of Hewlett Packard Enterprise (HPE), and is a director at Merck & Co. This calls into question the time she has available to lead the independent directors. Another issue is the fact that Chairman and CEO [Dr.] Klaus-Christian Kleinfeld, who is also overboarded, serves on the board of HPE with Ms. Russo. This can make it difficult for the lead director to act independently." — MSCI ESG Research, Inc., December 19, 2016"

""Invesco's size, scale and global focus results in few natural peers on the London Stock Exchange. A US listing will improve visibility and direct comparability with a more appropriate peer group of large, global investment management companies." — Invesco CEO; "The Proposal will align the place of listing with the majority of the Group's business activities. Currently over 70% of the Group's sales, operating profit and net assets are in the US. The Board considers there to be a potentially larger pool of investors in the US than in the UK who are more familiar with the Group's business model....In addition, the Board expects that the new parent company would benefit from its primary listing being amongst a more appropriate public company peer group." — Signet Group Press Release (July 10, 2008)"

""The Arconic Board has repeatedly demonstrated a clear commitment to good governance. It created Alcoa Corporation as a Delaware entity with a state-of-the-art, shareholder-friendly governance profile. It is seeking shareholder approval to declassify its board and eliminate all supermajority voting requirements, and if the requisite approval is not obtained, it has committed to propose a Delaware reincorporation that would achieve that result. This Board—which consists of a majority of directors who joined the board since the beginning of last year including three directors selected by a major activist shareholder—deserves the full support of investors who embrace best practices in corporate governance." — Joseph A. Grundfest, Professor of Law and Business at Stanford Law School, March 2017"

"“These independent directors agreed to join our board, because they believe in our outstanding plan, and they recognize that our plan is the right plan for all of our shareholders.” “We have had this strategic transformation, as my remarks noted, underway, really going back...since I became Chairman...In fact, Elliott got on the train after it really left the station...This is a culmination of a multi year strategy...” — John Hess, March 4th 2013(1); “While this letter presents Elliott’s perspectives, Shareholder Nominees will form their own, independent views on the Company, its assets, and its strategy. These five accomplished individuals bring deep knowledge and experience in areas that are severely lacking in the existing board.” — Elliott Letter to Shareholders, January 29th 2013(2)"

""While this letter presents Elliott's perspectives, Shareholder Nominees will form their own, independent views on the Company, its assets, and its strategy. These five accomplished individuals bring deep knowledge and experience in areas that are severely lacking in the existing board." — Elliott Letter to Shareholders, January 29th 2013. "These independent directors agreed to join our board, because they believe in our outstanding plan, and they recognize that our plan is the right plan for all of our shareholders." "We have had this strategic transformation, as my remarks noted, underway, really going back...since I became Chairman...In fact, Elliott got on the train after it really left the station...This is a culmination of a multi year strategy..." — John Hess, March 4th 2013."

"“These independent directors agreed to join our board, because they believe in our outstanding plan, and they recognize that our plan is the right plan for all of our shareholders.” “We have had this strategic transformation, as my remarks noted, underway, really going back...since I became Chairman...In fact, Elliott got on the train after it really left the station...This is a culmination of a multi year strategy...” — John Hess, March 4th 2013. “While this letter presents Elliott’s perspectives, Shareholder Nominees will form their own, independent views on the Company, its assets, and its strategy. These five accomplished individuals bring deep knowledge and experience in areas that are severely lacking in the existing board.” — Elliott Letter to Shareholders, January 29th 2013."

""These independent directors agreed to join our board, because they believe in our outstanding plan, and they recognize that our plan is the right plan for all of our shareholders." "We have had this strategic transformation, as my remarks noted, underway, really going back...since I became Chairman...In fact, Elliott got on the train after it really left the station...This is a culmination of a multi year strategy..." — John Hess, March 4th 2013; "While this letter presents Elliott's perspectives, Shareholder Nominees will form their own, independent views on the Company, its assets, and its strategy. These five accomplished individuals bring deep knowledge and experience in areas that are severely lacking in the existing board." — Elliott Letter to Shareholders, January 29th 2013"

""On May 22, 2013, Starboard entered into a Settlement Agreement with Tessera Technologies, Inc. pursuant to which the six Starboard nominees, which included only one Starboard employee, would constitute a majority of the 10 person Board. One of the incumbent directors who remained on the Board was Rick Hill. Hill was Chairman of Tessera and by far the most vocal opponent of Starboard’s involvement in Tessera. After being on the Tessera Board with Starboard for six months, Hill did a complete one-eighty and even agreed to be a member of Starboard’s dissident slate at TriQuint Semiconductor. Since the Starboard slate went on the Board, the Company’s stock has appreciated by 43.15% versus 16.22% for the S&P500." — The Activist Report's “The Independent Majority” article, August 2014"

""On May 22, 2013, Starboard entered into a Settlement Agreement with Tessera Technologies, Inc. pursuant to which the six Starboard nominees, which included only one Starboard employee, would constitute a majority of the 10 person Board. One of the incumbent directors who remained on the Board was Rick Hill. Hill was Chairman of Tessera and by far the most vocal opponent of Starboard’s involvement in Tessera. After being on the Tessera Board with Starboard for six months, Hill did a complete one-eighty and even agreed to be a member of Starboard’s dissident slate at TriQuint Semiconductor. Since the Starboard slate went on the Board, the Company’s stock has appreciated by 43.15% versus 16.22% for the S&P500." — The Activist Report's “The Independent Majority” article, August 2014"

"“One CEO whose board includes Mr. Peltz has publicly disclosed what it’s like to deal with activists such as Mr. Peltz: ‘I think the single biggest disconnect that I found is that many activists simply sit in conference rooms and do calculations and analysis, independent of the reality of the fact that we are dealing with human beings and people’s lives.’” — P&G Shareholder Letter, September 20th, 2017; “My quote was taken out of context. My statement was referring to the many activists who have not run businesses or are not close enough to the realities of operating a business. I was not referring to Nelson Peltz, who is a knowledgeable director, an experienced operator and, as a member of our board, is fully informed about our business.” — Irene Rosenfeld, September 20th, 2017"

""This pattern suggests that Phillips 66's board is using these repeated proposals as a distraction tactic while failing to deliver tangible governance reform that shareholders seem to support." — Professor Mark DesJardine, Dartmouth Tuck School of Business; "Phillips objects to the Elliott proposal, weakly arguing that it 'contravenes well-settled principles of Delaware corporate law and would be highly unlikely to withstand scrutiny in Delaware courts... The problem with this argument is that it ignores the simple fact that directors are free to resign their board positions at any time, and nothing in the Phillips charter or bylaws possible can be construed as preventing directors from voluntarily offering to resign.." — Professor Jonathan Macey, Yale Law School and Yale SOM"

"“2 million? 5 million?” — John Tartol (current board member); “[T]his opportunity can provide persons with a career level / residual income of an average of $100,000 per year.” — Financial Success System publication (affiliated with Doran Andry); “Cash flow of “$10,000+ by month 6th [sic] is common.” — Freedom Team Presentation (affiliated with Kurt & Cindy O’Connell); “Just after six months in the business, our income was over $6,000 a month... And over the last nine years, we have made millions... And what I know, you could have the same opportunity as we had.” — Michael Burton (later went into personal bankruptcy); “[I]t was crazy, it was unbelievable, I mean, we were able to pay cash for a £80,000 Ferrari... It really is a life, it’s all you dream, really.” — David Bevan"

"In their own words, they do have a clearly defined strategic direction, and you can talk the talk, but you might not walk the walk...They are clearly not walking the walk. At all. — Phillips 66 Shareholder A; Looking at [Phillips 66's] strategic direction, significant divestment and cleaning up of operations would be certainly beneficial. Getting back into what they do best, which is integrated refining. — Phillips 66 Shareholder B; What can they do now that will help them longer-term? In terms of execution, I want them to have a much more independent board...I want them to continue divesting. I don't want them to have a conglomerate discount... They just have too many unrelated businesses, and I think that's just not good for them longer-term. — Phillips 66 Shareholder C"

""And in the specific case of HMA, we think that this is precisely the sort of action that could fix long-standing problems. In short, we think that Glenview is pursuing precisely the correct course and believe that it can be successful in building a consensus among HMA shareholders to nominate new directors and change the course of the company." — CRT Capital Group LLC, June 12, 2013; "We believe HMA shares will trade higher if the Board adopts any of a number of possible shareholder friendly actions... Given the recent poison pill adoption, it does not appear that the Board is currently amenable to such overtures, but the possibility remains that an activist could call a special meeting to introduce a replacement slate of directors." — Citi, June 12, 2013"

"“There was some unspoken pressure that if a doctor was a speaker and they weren’t filling prescriptions, they would be taken off the program. That was not communicated between the doctors and the company, but, in my case, I did have a doctor that was underwhelming as far as writing prescriptions; very excited to jump on board and do a speaker’s program but just would not write prescriptions for his patients. So, he was actually asked to be taken off the list. It was never because you’re not writing prescriptions. We never said that; we never brought that to their attention, but it was always felt that that was the reason why the doctor was taken off the speaker’s program.” — Ex-Harmony territory manager for a large region in Florida and another state"

"On January 9, 2026, in response to a proposed offer price of ¥18,600, it was deemed that the price “still significantly deviates from the price level envisioned by the Company’s board of directors and the Special Committee, and must be largely increased also from the perspective of securing minority shareholders...in light of the fact that there is an increasing trend in the share prices of TMC and the Three Toyota Group Companies owned by the Company, the Tender Offer Price must be proposed factoring in the risk of price fluctuations up to the scheduled announcement date of commencement of the Tender Offer...” — Appendix 7 (The Process of Negotiations Before the Report) to the Toyota Industries Special Committee report dated January 14, 2026."

"Grossman has a history of working with Bess Weatherman of Warburg Pincus who's on the board, and I think they look for companies that are really ground down. They move some people in, move some people out, but at the end of the day, they really control cost. They don't really add true value and that's kind of how I see Grossman. I don't see Grossman adding value to spinal cord stimulation. I don't think he really understands the market. He'll reformat all those guarantees that the reps have. From a revenue point of view, the company should be a lot bigger than it is, but I'm very underwhelmed because when I look at sales capacity, there's 150 more field team now, for about the same amount of revenue. It's crazy. — Former Nevro executive"

"The biggest challenge is they have contracts with existing payment providers and the contracts can be two, three, four years. They won't change until that contract expires because there are penalties they would have to pay. The other, is it a business Lightspeed can support? When I was there, there were businesses that we could not underwrite. CBD was a big one we could not onboard. Then there is the competition with the actual payment providers. Since they are responsible for defining the pricing strategy, they can undercut Lightspeed in a second if they really care about the customer. Lightspeed does not have that negotiation power. They are restricted by the deal they have with their payment processor. — Former LSPD Employee"

""It is our intention within the 24-month period to be able to take this combined business, this pigments business, which will be in excess of $3.5 billion in sales..." — Peter Huntsman, President & CEO, September 2013; "It is our intention within the 24-month period to be able to take this combined business, this pigments business... and have a normalized EBITDA in excess of $0.5 billion" — Peter Huntsman, President & CEO, September 2013; "We continue to remain focused as a Company and our Board of Directors on deleveraging. I think that when you look at our targets going out 2015 and 2016...our leverage ratios go to our long-time stated objective of 2.0 times our EBITDA." — Peter Huntsman, President & CEO, September 2013"

""There is no disclosure in the TICO announcement of the financial projections, discount rates, or tax assumptions [...]." — ACGA, July 2025; "There's huge hidden asset value in the land and other holdings at Toyota Industries." — CEO of Board Training Institute of Japan (Nick Benes), June 2025; "Dialogue between top management and investors / shareholders drives the corporate value enhancement process, and we hope that this dialogue will be held at least once a quarter." — Dalton Investments letter to TICO, May 2024; "[TICO's] historically depressed market valuation was a direct consequence of its governance and ownership structure and, therefore, should not be used as a transaction valuation anchor." — GMO, May 2025"

"We continue to remain focused as a Company and our Board of Directors on deleveraging. I think that when you look at our targets going out 2015 and 2016, our leverage ratios during that time period, particularly when you take into account an IPO during that time period, that our leverage ratios go to our long-time stated objective of 2.0 times our EBITDA. It is our intention within the 24-month period to be able to take this combined business, this pigments business, which will be in excess of $3.5 billion in sales and have a normalized EBITDA in excess of $0.5 billion, take this Company public and use that as an opportunity to create further shareholder value. — Peter Huntsman, President & CEO, September 2013"

"From a product and tech perspective, I was very concerned with a few of the earlier acquisitions. Lightspeed e-commerce was a very challenging product and very difficult to onboard. ... Ecwid is to become their new e-commerce solution and they will probably write off the SEOshop acquisition. ... ReUp acquisition has very similar challenges to SEOshop. ... My biggest fears about their very aggressive M&A strategy is integrating these companies, not only the financials but integrating systems and how they are going to support all these different products. It is just too much. With all the acquisitions they probably have 6 restaurant POS offerings. It’s just not scalable. — Former Employee >5yrs With Lightspeed"

""Director Tenure: Boards should consider all relevant facts and circumstances to determine whether a director should be considered independent - these considerations include the director's years of service on the board - extended periods of service may adversely impact a director's ability to bring an objective perspective to the boardroom. We believe director independence can be compromised at 12 years of service - in these situations a company should carry out rigorous evaluations to either classify the director as non-independent or provide a detailed annual explanation of why the director can continue to be classified as independent." — CalPERS, Governance and Sustainability Principles, September 2019."

"“There are doctors in the landscape with a lot of influence who are completely corrupt who are on board with Saluda. And they will corrupt people with Saluda. They own stock and options in Saluda and have consulting contracts. Saluda is everywhere.” — High volume KOL and Nevro implanter; “He's the ex-president of [society name redacted]. He's very well-published. He's also very feared by the physician community because if he wants you to succeed, he asks you to publish in a paper. If he doesn't want you to succeed, he ignores you. The physician community knows that. He'll be a key reason Saluda takes share. because most of the market is doctors who are sheep.” — Longtime executive in the SCS space"

""While this letter presents Elliott’s perspectives, Shareholder Nominees will form their own, independent views on the Company, its assets, and its strategy. These five accomplished individuals bring deep knowledge and experience in areas that are severely lacking in the existing board." — Elliott Letter to Shareholders, January 29th 2013; "Shareholder Nominees are completely independent, would constitute a minority of directors, and, unlike Hess's nominees, have not preapproved any plan. If elected to the Board, each of these executives will bring substantial expertise, experience, and independence that we believe is sorely needed at Hess." — Elliott Letter to Shareholders, March 26th 2013"

"‘The BoD regularly reviews its leadership structure’: failure to correct confirms lack of independent oversight — BlackRock Board of Directors. ‘BlackRock has delivered industry-leading growth’: this is no longer the case since 2009, at least from a TSR perspective — BlackRock Board of Directors. ‘One-size-fits-all approach to board leadership may not suit each company’s circumstances’: our request is based on an in-depth analysis of BlackRock’s governance — BlackRock Board of Directors. ‘Independent oversight is carried out by the Board’: according to BlackRock’s BoD, even Ms. Susan Wagner, (BlackRock’s co-founder with Mr. Fink and Mr. Kapito) is independent — BlackRock Board of Directors."

"Currently, the Company has a combined Chairman and CEO leadership structure, a classified board, and over-tenured directors. A plethora of these problematic governance practices appear to be a driving force in the Company's underperformance. — Egan-Jones, May 1, 2025; These issues stack on what we consider to be fairly disconcerting corporate governance considerations, including a dubious commitment to good faith engagement, a questionable and counterproductive realignment of key oversight roles and a late-stage candidate pivot which seems to call into question the board's prior candor. These issues should, in our view, be of significant concern to P66 investors. — Glass Lewis, May 10, 2025"

"We are on board with [Third Point's] assessment of CPB's current situation. As evidenced by our earnings estimates, which are well below consensus, we are not constructive on Campbell's fundamentals... Campbell probably has more challenges/weaknesses in its immediate future than any other company we cover. We also agree with [Third Point] that the board of directors “exacerbated” Campbell's problems by apparently not having a succession plan in place. Given these problems, plus the fact that the Campbell shares are +28% since bottoming in early June (group median +5%), we concur with [Third Point] that a sale – if achievable – is the best way to create value for shareholders. — J.P. Morgan"

""We believe board independence is essential to good corporate governance. In addition to having a board's majority made up of independent members, we generally prefer an independent board chair" — Capital Group. "Northern Trust generally leaves the choice of chairman to the board's discretion... However, Northern Trust will vote case by case on whether to support shareholder resolutions seeking the separation of chairman and CEO" — Northern Trust. "MFS believes boards should include some form of independent leadership responsible for amplifying the views of independent directors and setting meeting agendas, and this is often best positioned as an independent chair of the board" — MFS."

"With Phillips, what can they do now that will help them longer-term? In terms of execution, I want them to have a much more independent board. I want them to spin off the CP Chem business or sell it to Chevron. I want them to spin-off the retail business. They are actually selling off the Jet part, which is the retail part, so that's good. I want them to continue divesting. I want them to not have a conglomerate discount. They have a conglomerate discount, but for all the wrong reasons. They just have too many unrelated businesses, and I think that's just not good for them longer-term and it is not good for us. Also need to get rid of midstream. — Third-party Shareholder Survey"

"The Board also approved annual base salary increases for the Company's executive officers as part of its annual performance review, including Ernie Garcia III, the Company's Chief Executive Officer, whose annual base salary was increased from $400,000 to $885,000, Mark Jenkins, the Company's Chief Financial Officer, whose annual base salary was increased from $375,000 to $735,000, and Benjamin Huston, the Company's Chief Operating Officer, whose annual base salary was increased from $375,000 to $735,000. The salary increase were approved retroactively to January 1, 2019, consistent with the Company's practices for annual merit increases. — Carvana Co. (implied from context)"

"There are two commonly accepted structures for independent leadership to balance the CEO role in the boardroom: 1) an independent Chair; or 2) a Lead Independent Director when the roles of Chair and CEO are combined, or when the Chair is otherwise not independent. ... In the event that the board chooses to have a combined Chair/CEO or a non-independent Chair, we support the designation of a Lead Independent Director, with the ability to 1) provide formal input into board meeting agendas; 2) call meetings of the independent directors; and 3) preside at meetings of independent directors. These roles and responsibilities should be disclosed and easily accessible. — BlackRock"

"I would like to touch on the management fee reduction we announced in December. First of all, the Erie Indemnity Company Board of Directors sees the management fee as a tool to balance the interest of the shareholders, of the Erie Indemnity Company with the policyholders of the exchange. Keep in mind the exchange assumes 94.5% of the total underwriting risk and is the only corporate customer of the Erie Indemnity Company. Given the strong revenues and earnings growth of the Erie Indemnity Company and the underwriting loses we are experiencing at the exchange, the Board opted this past December to reduce the management fee from 25 to 24. — Jeffrey Ludrof, Former President"

"What is still missing from the board's discussion [...] is a real sense of what is required to execute on a true, robust strategy because playing catch-up is not in itself a strategy. — Pershing Square / Canadian Pacific ISS report (May 13, 2022). Although there is an elevated bar for supporting a majority slate under ISS' contest framework, this contest amounts to a referendum as to which management team is better suited to run EQT. [...] By contrast, the incumbent management team has failed to advance turnaround efforts at a satisfactory pace for shareholders, has identified target initiatives that are vague and unambitious [...] — Rice/EQT ISS report (Jun. 28, 2019)."

"With Phillips, what can they do now that will help them longer-term? In terms of execution, I want them to have a much more independent board. I want them to spin off the CP Chem business or sell it to Chevron. I want them to spin-off the retail business. They are actually selling off the Jet part, which is the retail part, so that's good. I want them to continue divesting. I don't want them to have a conglomerate discount. They have a conglomerate discount, but for all the wrong reasons. They just have too many unrelated businesses, and I think that's just not good for them longer-term and it is not good for us. Also need to get rid of midstream. — Anonymous Investor"

""The board should exercise objective judgement on corporate affairs and be able to make decisions independently of management. The roles of chairperson and CEO should not be held by the same individual." — Norges Bank Investment Manager. "We generally support proposals requesting the separation of the CEO and chair roles. We believe that the board should be chaired by an independent director and that CEO and chair roles should only be combined in very limited circumstances." — CalPERS. "The board should be chaired by an independent director. The chair is responsible for leadership of the board and ensuring its effectiveness on behalf of the shareholders." — CalSTRS."

"Absolutely not! . . . Of those distributors who come for business opportunity, absolutely they make money. Here is the reality, our core training is for a new distributor who wants to build a business. If they talk to 10 customers a day, 10 people a day about the products and business opportunity. I have never spoken to any distributor who is doing that, who’s actively engaged, who is not making money. — Des Walsh (President, Herbalife); "We have a plan here that shows you how you can make $120,000 in a year or $240,000 a year," and "we have it up to [$]3.6 million for those of us who really like to dream big and think big." — Leslie Stanford (former board member)"

""The CEO should not try to be the board members' best friend. Some believe that by keeping up an extensive schedule of private dinners and special events with directors, a CEO can build an atmosphere of rapport and friendship that will carry over into the boardroom. But the board is not the CEO's friend — it is the CEO's boss. The board of directors is not just a collection of individuals — it is an institution with a responsibility for representing the interests of shareholders. Friendship should never allow a CEO to get concurrence when it otherwise wouldn't be coming." — Harvey Golub, Shareholder Nominee, Former Chairman & CEO American Express, September 2009"

""Engine has failed to present the Board with even one credible and actionable, strategic or operational Idea." — DND Board, November 26, 2024. "Engine’s attempt at wholesale change of the Board compounded by its stated intention to replace the management team, is reckless, puts the business at risk and is potentially value destructive." — DND Board, November 26, 2024. "Engine’s nominees, as a group, lack substantive senior executive, operational and board experience to be additive to the Board. In addition, the individuals lack meaningful capital allocation experience – a critical area that the Company remains focused on." — DND Board, November 26, 2024."

""There IS a large margin gap between Arconic's engineered product business... Kleinfeld SHOULD face questions about why he got 2016 guidance so wrong for Arconic." — Bloomberg, February 7, 2017; "I think there is a legitimate question that's being raised by Elliott which is how long before Klaus really delivers versus his peers...I think it would be a better company if the Elliott guys got on this board than this current board." — Jim Cramer, February 1, 2017; "We see as much as 20% downside if Kleinfeld continues as CEO." — Gordon Haskett, February 13, 2017; "It is hard to see him [Dr. Kleinfeld] surviving." — The New York Times, February 28, 2017"

"I have nothing but the highest regard for Nelson Peltz. We served together on the Heinz board and I found him constructive, open-minded and thoughtful. He played by the rules and was a positive influence. He had a lot of good ideas to help make Heinz a better company, including increased marketing and reducing corporate overhead. He definitely added value for all Heinz shareholders. — Thomas J. Usher, Former Chairman and CEO, United States Steel Corporation, non-executive Chairman of the board of Marathon Petroleum Corporation, Director of The PNC Financial Services Group, Inc. and PPG Industries, Inc., and former Director of H.J. Heinz Company"

"I have nothing but the highest regard for Nelson Peltz. We served together on the Heinz board and I found him constructive, open-minded and thoughtful. He played by the rules and was a positive influence. He had a lot of good ideas to help make Heinz a better company, including increased marketing and reducing corporate overhead. He definitely added value for all Heinz shareholders. — Thomas J. Usher, Former Chairman and CEO, United States Steel Corporation, non-executive Chairman of the board of Marathon Petroleum Corporation, Director of The PNC Financial Services Group, Inc. and PPG Industries, Inc., and former Director of H.J. Heinz Company"

"I have nothing but the highest regard for Nelson Peltz. We served together on the Heinz board and I found him constructive, open-minded and thoughtful. He played by the rules and was a positive influence. He had a lot of good ideas to help make Heinz a better company, including increased marketing and reducing corporate overhead. He definitely added value for all Heinz shareholders. — Thomas J. Usher, Former Chairman and CEO, United States Steel Corporation, non-executive Chairman of the board of Marathon Petroleum Corporation, Director of The PNC Financial Services Group, Inc. and PPG Industries, Inc., and former Director of H.J. Heinz Company"

""This pattern suggests that Phillips 66's Board is using these repeated proposals as a distraction tactic while failing to deliver tangible governance reform that shareholders seem to support. If the desire to declassify is genuine, one would think the Board would accept the remedy that Elliott has proposed." — Professor Mark DesJardine; "The problem with [Phillips 66's] argument is that it ignores the simple fact that directors are free to resign their board positions at any time, and nothing in the Phillips 66 charter or bylaws possibly can be construed as preventing directors from voluntarily offering to resign." — Professor Jonathan Macey"

""This pattern suggests that Phillips 66’s Board is using these repeated proposals as a distraction tactic while failing to deliver tangible governance reform that shareholders seem to support. If the desire to declassify is genuine, one would think the Board would accept the remedy that Elliott has proposed." — Professor Mark DesJardine; "The problem with [Phillips 66’s] argument is that it ignores the simple fact that directors are free to resign their board positions at any time, and nothing in the Phillips 66 charter or bylaws possibly can be construed as preventing directors from voluntarily offering to resign." — Professor Jonathan Macey"

"“Look at Mobius, for example, the challenge, again, this goes back to how, what I was explaining about the structure, and this is why the reports don't always turn out great internally. In order to sell a deal to the Capital Committee and get Board approval or whatever amount you want, Mobius was like over $200 million, you have to be pretty optimistic with what you think your revenues are going to be. And so that sells the the deal and the price you want to pay for it, and gets you approval for the funds. And that's why I was telling you, it's a bit of a slight game internally in order to get the funds.” — Former Stryker M&A Professional"

""The business is going to be big in the future. We're going to make whatever change we have to make. The investors either stick with us or don't through that period. But we're invested in it." — CEO Tim Armstrong, Goldman Sachs conference, 9/20/11; "... you can't say we don't have a clear strategy, you may not like the strategy, but we have a clear strategy and we're going to continue to execute against it." — CEO Tim Armstrong, UBS conference, 12/5/11; "AOL has a clear strategy and operational plan...and we will continue to aggressively execute on our strategy...." — AOL press release in response to Starboard's initial letter, 12/21/11"