Callouts & quotes from 516+ activist slides

"The other three members of Intuit's Audit Committee also raise eyebrows. While we don't question the accomplishments of Directors Burton, Dalzell, and Yuan in their respective fields (legal, technology, and engineering), we do believe Intuit's Audit Committee could be strengthened by the addition of executives with more extensive auditing and financial management expertise."

"“too many inexperienced directors” — Former Chair Brian Derksen. “too many unengaged directors” — Former Chair Brian Derksen. “[Plantro/OneMove] use their nominating rights to nominate better director candidates [than Ronnie Wahi and Ted Prittie]. Today neither nominated directors have appropriate public board experience or level of engagement” — Former Chair Brian Derksen."

"The original statement made in the prospectus that “save for their role as distributors… Mr. Su Weiqing or Ms. Wang Shuying having no relationship with our Group, our Directors or senior management, our shareholders or their respective associates aside from being a distributor” is clearly contradicted by representations to the media and the information in the SAIC files."

"Avery talks up its stock ownership policy that requires Directors and management to own minimum amounts of stock. However, what it doesn't say is that AVY insiders own just 1.1% of the total shares, and their overall ownership has declined materially in the past few years as we believe the business has become less competitive and under greater financial pressures."

""I said to another CEO...who had called me and inquired about Nelson, that if I were to form the board today, Nelson would be one of the first Directors I'd ask to serve because he is an insightful, communicative, enthusiastic, energetic and available Director." — Bill Johnson (CEO from 1998-2013, Trian Advisory Partner Since 2015), CEO Magazine, March 2008"

"Nepotism, Cronyism, Incestuous...you'll find whole families working here- Mom, Dad, Son etc., BEWARE! ... Many of the Directors and Senior Leadership are incompetent but have "connections" so despite their ineptness they somehow manage to maintain leadership positions and some of their husbands or ex-husband works there too! — Anonymous Employee (Glassdoor)"

"Warning: From the earliest time of inception in 1986, the entity described as a "Joint Venture / Partnership Manufacturing" has listed as its Officers and Directors all of CHD’s key executives at the time including its CEO, CFO, Treasurer, and General Counsel. If this is truly a 50/50 joint venture as CHD describes, why is Occidental not represented here."

"The Internal Audit team as directed by and under the supervision of the Audit Committee of the Board of Directors (the "Audit Committee") uncovered no evidence that supports the allegations mentioned. The Audit Committee has reviewed the result of the investigation and concurred with the conclusion that the allegations were baseless. — TAL Education Group"

"Once again, we urge Glencore’s Board of Directors to take all the necessary steps to (1) separate the thermal coal business, in order to accelerate Glencore’s repositioning as a leading pure player in metals, which are at the very core of the green economy transition, and (2) undertake a review of the strategic options for Glencore’s holding in Viterra."

"Notwithstanding that Vivendi nominees Anna Jones and Camilla Antonini declared their independence in the candidacy papers, it is our opinion that such independence is doubtful, since they both resigned from their former position in the board — together with other directors — to accomplish what Elliott believes to be a pro-Vivendi oriented outcome."

"We believe the Board's actions and preference for the status quo make it clear that the Board needs direct representation for common stockholders and new independent directors who will bring fresh perspectives, true independence, and a renewed sense of accountability to the Company, while putting the interests of common stockholders first."

"For the year ended December 31, 2021, approximately 3% of our TPV was processed by collection agents that are owned either by our employees or certain of our directors, and in 2020, approximately 5% of our TPV was processed by collection agents that are owned either by our employees or certain of our directors. — Dlocal, 2021 20-F, p. 29"

"Moreover, we find that the compensation provided by Elliott to their nominees is consistent and comparable to that of the company's continuing directors; specifically, continuing directors have similar upside potential on historical share grants received during their tenure as directors. — David H. Batchelder, Relational Investors LLC"

"The Board of Directors concluded that none of these candidates possess the relevant board and management experience, expertise and engagement expected of the Company's Outside Directors, and that these candidates would not contribute to the effectiveness of the Board and the enhancement of the corporate value. — Kao Board of Directors"

""We are pleased to have Trian as a significant shareholder. Nelson and Ed have an impressive track record as long-term investors, and their prior experience in asset management gives them a deep understanding of the significant growth opportunities of this industry." — G. Richard Wagoner, Chair of the Invesco Ltd. Board of Directors"

"“The lead independent director facilitates discussion among independent directors on key issues and concerns outside of full board meetings, including contributing to the oversight of CEO and management succession planning” — BlackRock Investment Stewardship, Proxy voting guidelines for U.S. securities Effective as of January 2024"

""The lead independent director facilitates discussion among independent directors on key issues and concerns outside of full board meetings, including contributing to the oversight of CEO and management succession planning" — BlackRock Investment Stewardship, Proxy voting guidelines for U.S. securities Effective as of January 2024"

"The mere existence of this Committee: threatens to represent an unwelcome influence on the Board of Director committees; threatens to diminish the role of the Board of Directors; threatens to diminish the role of the Lead Independent Director; raises serious questions about the true independency of the “Independent Directors”."

"The mere existence of this Committee: threatens to represent an unwelcome influence on the Board of Director committees; threatens to diminish the role of the Board of Directors; threatens to diminish the role of the Lead Independent Director; raises serious questions about the true independency of the "Independent Directors"."

"The directors of [Superb Summit] are solely responsible for the preparation of the Discounted Future Cash Flows with the Valuation which the directors have adopted the Valuation prepared by the Valuer with those bases and assumptions stated in the Valuation with input from the Company and the Valuer. — Auditor's letter"

"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."

""The proposed acquisition will give Apollo the right to at least two board seats indefinitely (assuming it maintains its equity position above a specified threshold) and, pursuant to standstill and voting obligations, will lock in Apollo's support for the current board of directors and management." — Land & Buildings"

"Kao’s external directors are under-skilled with the relevant expertise to oversee a turnaround and overseas growth rollout in the Company’s core consumer products division. However, three of them suddenly developed new skills in the past twelve months to fill out the board skills matrix – including Global expertise."

"The Audit Committee of the Board of Directors concluded that the Company has a material weakness in its internal control over financial reporting as of September 30, 2019 and December 31, 2019 related to a design deficiency in the Company's review controls over unusual or non-recurring and significant transactions."

"A vote for Trian’s nominees is a vote for a minority slate of four directors with extensive operating, strategic, and financial experience and a history of generating long-term shareholder value – individuals committed to working collaboratively with the continuing directors to achieve the great potential of DuPont"

"Beginning in August 2021, the Company grants RSUs to employees and directors with service-based vesting conditions. The service-based vesting condition for these awards is typically satisfied over four years with a cliff vesting period of one year and continued vesting quarterly thereafter. — Remitly RSU Disclosure"

"“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.” — Former ERIE President"

"Leading independent proxy advisory firm Glass Lewis has recommended shareholders support meaningful boardroom change by voting for the election of three Elliott director nominees – Brian Coffman, Sigmund Cornelius and Michael Heim – to Phillips 66's Board of Directors at the 2025 Annual Meeting of Shareholders."

"The Board of Directors concluded that none of these candidates possess the relevant board and management experience, expertise and engagement expected of the Company's Outside Directors, and that these candidates would not contribute to the effectiveness of the Board and the enhancement of the corporate value."

""This year, the Committee for Examination of Nominees for Directors and Audit & Supervisory Board Members spent more than six months discussing the matter before reaching a final decision, and the decision was made before Oasis Management proposed any director candidates." — Kao statement, December 12, 2024"

"At DuPont’s 2013 Investor Day, management was not transparent about reducing margin targets, suggesting that reduced margin targets were correlated to the accounting change. Were DuPont’s independent directors aware of this? Trian’s nominees will seek to ensure that the board holds management accountable."

"At DuPont's 2013 Investor Day, management was not transparent about reducing margin targets, suggesting that reduced margin targets were correlated to the accounting change. Were DuPont's independent directors aware of this? Trian's nominees will seek to ensure that the board holds management accountable."

"At DuPont’s 2013 Investor Day, management was not transparent about reducing margin targets, suggesting that reduced margin targets were correlated to the accounting change. Were DuPont’s independent directors aware of this? Trian’s nominees will seek to ensure that the board holds management accountable."

"“there were other sales directors like that, too, absolutely...what would happen is their sales reps would push back, and they would just move that sales rep to somewhere else. I'm not kidding. I saw that happen twice because of what they were doing.” — Ex-field reimbursement manager working with Harmony"

"Disney's non-management Directors comprise current and former CEOs of some of the largest companies in the world, but they collectively own only ~$15 million of Disney stock – representing just 0.008% of Disney's shares outstanding and much of which was received as Director's fees paid in Disney shares"

"Disney’s non-management Directors comprise current and former CEOs of some of the largest companies in the world, but they collectively own only ~$15 million of Disney stock - representing just 0.008% of Disney’s shares outstanding and much of which was received as Director’s fees paid in Disney shares"

"We seek to safeguard shareholder value by giving shareholders an opportunity to vote on resolutions (the “Resolutions”) which, if passed in their entirety, will immediately: (i) remove seven directors from the Capricorn board... (ii) appoint as directors six highly qualified, independent candidates."

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

"The Xerox board includes several long-tenured directors – the last vestige of the “old guard” – who are a daily reminder of Xerox’s ignoble past under the leadership of former CEO Ursula Burns (who in 2014 was ranked number 4 on Time Magazine’s list of “9 CEOs With the Absolute Worst Reputations”)."

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

"With the resignation of the Fortress Directors, the tone of management regarding real estate has changed FROM openly supportive of unlocking value for shareholders TO expressing a desire to own it - this is despite a substantial increase in healthcare real estate values over the past two years"

"Also, on February 1, 2006, Douglas D. Cole, the Company's prior Chief Executive Officer, was appointed to serve as the Executive Vice President of the Company. He will also continue to serve on the Board of Directors of the Company and will act as Vice Chairman of the Board. — 8-K Filed 1/9/06"

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

"In the end, it is admittedly difficult to propose a deal that satisfies both the shareholders of the target company and those of the buyer and it is equally difficult to propose a deal that will displease them all: Glencore's Board of directors seems to have succeeded in this remarkable task."

"According to BlackRock, it is in the best interest of their clients (and the market) to have one Board seat instead of three, in a Board composed of seventeen directors, sixteen of which appointed by a controlling shareholder via multiple voting shares (1:10) with only a 10% economic interest"

"According to BlackRock, it is in the best interest of their clients (and the market) to have one Board seat instead of three, in a Board composed of seventeen directors, sixteen of which appointed by a controlling shareholder via multiple voting shares (1:10) with only a 10% economic interest"

"limiting director tenure allows new directors to the board to bring fresh perspectives. A tenure of more than nine years is considered to potentially compromise a director's independence and as such QuickScore will consider tenure > 9 years excessive. — Institutional Shareholder Services Inc."

"In situations where a company has generated long-term outperformance, such a long-tenured Board might be accepted by the investor community, but given the sustained share price underperformance at Cognizant, we believe directors with new experiences, skills and perspectives would be welcome."

"Spruce Point has concerns about financial relationships and flows of payments between C3, its CEO's foundation, two directors and its sales partners. Spruce Point asks C3 to clarify the nature of the relationships and economic value proposition to C3 shareholders with enhanced disclosures."

"These condensed consolidated interim financial statements have been prepared on a going concern basis notwithstanding the net current liabilities as at September 30, 2016 because the directors of the Company are of the opinion that based on the unconditional — Huishan 1H17 Interim Results"

"Limiting director tenure allows new directors to the board to bring fresh perspectives. An excessive tenure is considered to potentially compromise a director's independence...For the US, Canada, Hong Kong, and, Singapore, lengthy tenure is defined as nine or more years. — ISS Guidelines"

"Without limiting our ability to propose different agenda items, we currently intend to propose resolutions at the AGM removing Bertrand Kan (Chairman), Peter Shore and Alexandra Reich as directors and appoint Jonathan Amouyal (of TCI) as a director and potentially additional directors."

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

"It seems to us as if the Compensation Committee (having no Fortress Directors) waited until after the resignation of the Fortress Directors to disclose that it did not use any of information the compensation consultant provided to benchmark Andy Smith’s compensation as incoming CEO"

"The board of directors are ultimately responsible for setting strategy, driving execution, and holding management accountable for performance. If the board is not aligned with peer standards, neither will be strategy and performance. Thus, "A Better Kao" starts with a better board."

"We have serious concerns with the Company's management of the formal review of strategic alternatives it announced on November 30, 2015, only a month after a consent solicitation was launched by a dissident seeking to remove and replace four of the incumbent directors on the Board"

"The Company's opposition to Proposal 6 indicates that its current Board does not truly wish to have all Phillips 66 directors elected annually, and that it would instead prefer to continue enjoying the protections that a staggered Board provides against shareholder accountability."

"We do not believe the Audit Committee is made up of truly independent directors. For instance, according to Chinese filings, the Chairman of QTT's Audit Committee, Li Feng (李峰), appears to be a 12% shareholder of one of QTT's most significant undisclosed related party advertisers."

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

"On November 29, 2021, two new directors, Mr. Ning Ding and Mr. Shucai Song joined the board of PSM-ZJK. Together the existing director Mr. TAN EL PAN EDDY, there were three directors on the board, of which, two are nominated by BULTEN Wuxi, one is nominated by Zhongjinke Shenzhen."