Callouts & quotes from 337+ activist slides

"Further, appointing Bob Iger as Executive Chairman for 2 years as an outgoing CEO in our view was a very risky corporate governance decision as it set up his successor to fail with the prior CEO constantly watching over their shoulders - this is exactly what transpired"

"Believes Company Announcement to De-Stagger Board Two Days Before Annual Meeting and 10 Years after More than 85 percent of Common Shareholders Voted for this Measure is Too Little Too Late and Fails to Address Deeply Imbedded Issues with Taubman Governance Structure."

"For over three years Bluebell Capital Partners (“BCP”) sought a constructive dialogue with BlackRock’s (“BLK”) Board. As the Board refused to engage, we were left with no alternative but to directly address BlackRock's shareholders to request governance changes."

"For over three years Bluebell Capital Partners (“BCP”) sought a constructive dialogue with BlackRock’s (“BLK”) Board. As the Board refused to engage, we were left with no alternative but to directly address BlackRock’s shareholders to request governance changes."

"We take issue with numerous governance decisions currently in effect at Zillow. One of our biggest concerns is that Zillow has not established a formal incentive program that outlines financial targets or thresholds that play a role in management’s compensation."

"Independent proxy advisor Glass Lewis, citing Phillips 66’s (NYSE: PSX) underperformance and poor governance, recommends that shareholders support Elliott’s case for urgent change by voting for board nominees Brian Coffman, Sigmund Cornelius and Michael Heim."

"Over the past 11 months, we have attempted to engage privately, many times, with the Board to improve the Company's strategy, governance and capital allocation – but our efforts to work collaboratively have been met with obstruction and threats of litigation"

"The corporate governance/stewardship superiority or the cloak that BlackRock appears to adorn itself with, is reminiscent of Hans Christian Andersen's tale 'The Emperor's New Clothes': within the industry, BlackRock stands naked, indefensible, and shameless."

"Despite Dell's and its investment bankers' assumption that DVMT would trade within 5-10% of VMW, since its first trading day, DVMT has traded on average 35% below VMW due to an atrocious governance structure put in place by Michael Dell and Silver Lake."

"We see this as a tremendous opportunity to deliver real shareholder value, corporate governance and transparency improvements, to help Samsung Electronics achieve an equity market valuation that properly reflects its first-class portfolio of businesses"

"Help Phillips 66 (NYSE: PSX) realize its potential for best-in-class operating performance and corporate governance by voting the GOLD card FOR Elliott’s highly qualified board nominees and its proposal to move to annual elections for all board seats."

"be available to shareholders should they have any concerns that the normal channel of approaching the Chair, Group CEO, or Chief Financial Officer has failed to resolve or where such contact would not be appropriate — Aviva Corporate Governance Policy"

"Mr. Feld's experience as an active stockholder, board member, and expert in capital markets and corporate governance practices, as well as his knowledge of intellectual property licensing, will enable him to provide invaluable oversight to the Board."

"“I believe a sustained and rigorous focus on strategy and its execution, combined with a robust corporate governance structure, can help Hess maximize long term value for shareholders. I am excited to help Hess accomplish these goals.” — Rodney Chase"

"Consistent with a pattern of delusion that includes pretending that TSR and operating performance have been excellent, Arconic’s board claims to “value” good governance practices. Reality: the Company has been a corporate governance house of horrors"

"Simpson Oil remains committed to the core energy industry and will continue to invest and participate in companies in the industry that adopt strong corporate governance practices and prioritize the interests of shareholders. — Simpson Press Release"

"Removing the OLC Accounting Distortion will allow a clearer focus on areas for improvement, which drive a low PBR: Inefficient balance sheet / inadequate returns, Insufficient IR / communication efforts, General governance / structural shortcomings"

"We strongly believe that additional change is necessary at the Company given its poor operating performance, long-term destruction of shareholder value, serious corporate governance concerns and failure to honor the spirit of our 2012 settlement."

"A CEO of the target [Xerox], facing likely ouster, serves as the loyal agent of the acquirer, designing a deal that is too good to be true: a cheap price, little governance protections, no market check, and a process that ignores other bidders."

"We believe Skechers deserves to trade a substantial discount to comparable apparel companies, particularly in light of its deteriorating financial performance and governance issues. We see 30% to 50% downside risk to Skechers’ share price."

""To meet our clients' needs, we believe the companies we invest in should similarly be focused on achieving sustainable returns over the longer term. Good corporate governance is critical to that goal" — CEO Larry Fink, 2014 Letter to CEOs"

""To meet our clients' needs, we believe the companies we invest in should similarly be focused on achieving sustainable returns over the longer term. Good corporate governance is critical to that goal" — CEO Larry Fink, 2014 Letter to CEOs"

"The companies with which we engage benefit from Elliott's diverse team of specialized experts in public relations, shareholder engagement, corporate governance, private equity, capital markets, credit, real estate and government relations"

"We can only conclude two things from this fact pattern. Either: 1) By February 2011... the CEO search committee... had already determined that Mr. Austrian would become the permanent CEO... 2) The Board's governance is seriously lacking."

"This stark and recent case study brings up several questions: How can a $2bn revenue segment of ADP have margins which are >80% below optimal levels? What does this say about ADP's corporate operating efficiency, culture, and governance?"

"To be clear, this election contest is not simply a matter of disagreement over strategy. Rather, it is largely about extremely poor execution, lack of accountability, unacceptable governance, severe destruction of shareholder value."

"Phillips 66's Annual Meeting is scheduled to be held virtually on May 21, 2025. We strongly urge you to vote the GOLD card FOR Elliott's outstanding slate of director nominees, and FOR our proposed corporate governance enhancements."

"The long-term nature of CalSTRS’ liabilities, and its responsibilities as a fiduciary to its members, makes the fund keenly interested in governance issues and ensuring that the businesses are optimally presented to the marketplace"

"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"

"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"

"Preventing shareholders who do not support the Company's failed leadership and oversight from purchasing additional stock reflects exceptionally poor governance and underscores the immediate need for accountability at Southwest."

"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 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."

""The Box Board remains unified in its ongoing commitment to acting in the best interests of all stockholders, and to ensuring Box benefits from world-class corporate governance and oversight." — Box Press Release, May 17, 2021"

"There is no way to justify Weis' current valuation in the context of its struggling financial performance, aggressive accounting changes inflating recent performance, declining disclosures, and terrible governance practices."

"This does not look to us like a Board that is trying to do everything it can to get votes in, and exploring all options to implement annual director elections in line with good governance and the clear will of shareholders."

"This does not look to us like a Board that is trying to do everything it can to get votes in, and exploring all options to implement annual director elections in line with good governance and the clear will of shareholders."

"The policy is a practical approach to enhance Board accountability to shareholders, align with governance best practices and respond to the recurring strong support from Phillips stockholders for annual director elections."

"We will generally vote for proposals looking to separate the CEO and Chairman roles unless the company has governance structures in place that can satisfactorily counterbalance a combined chairman and CEO/ president post."

"He indicated that the toxicity was alarming enough that GSK’s governance committee quickly and prematurely terminated the trial after an interim reading, even though it had only enrolled 30-35 patients out of 100 planned."

"Phillips, rather than engaging on solutions to an arcane and disfavored governance structure, has responded with false and misleading claims that a non-binding proposal regarding a non-binding Board policy is illegal."

"Phillips, rather than engaging on solutions to an arcane and disfavored governance structure, has responded with false and misleading claims that a non-binding proposal regarding a non-binding Board policy is illegal."

"Marathon has excelled since it took bold actions to improve operations and governance, resulting in a ~150% relative share-price outperformance versus its peers Phillips 66 (NYSE: PSX) and Valero Energy (NYSE: VLO)."

"Market skepticism focused on corporate governance has been a significant overhang on the company's stock. SCT should execute key governance changes to foster a culture of best-in-class capital allocation and growth"

"Mr. Barber would be a valuable addition to the Board given his extensive executive leadership, corporate governance and strategy, audit and finance experience in the shipping, logistics and supply chain industries."

"It is almost amazing anyone would claim that “holds itself to the highest standards of corporate governance, transparency, and integrity” with a straight face under these circumstances. — IQE response to ShadowFall"

"In contrast, our proposal at the BlackRock AGM is entirely based on the specific analysis of the lack of independent oversight, affecting in practice the malfunctioning of corporate governance within the company."

"Phillips 66 is trapped in a cycle of underperformance originating from its weak corporate governance—which enables the continuance of a value-obscuring conglomerate structure that hinders operational execution."

"Phillips 66 is trapped in a cycle of underperformance originating from its weak corporate governance—which enables the continuance of a value-obscuring conglomerate structure that hinders operational execution."

"Shareholders should be asking whether a board truly interested in good governance would spend more time attacking practical ideas to achieving de-staggering than actually finding solutions to achieve this goal."

"The invigoration of both investors and companies as a result of the Stewardship and Corporate Governance Code will make the Japanese market one of the best places in the world to be a long-term equity investor"

"Fixing Phillips 66's broken corporate governance and culture of hostility toward shareholders who advocate for needed changes is a critical element of setting it on a path to a dramatically higher stock price."

"DLO's choices on governance and operations seem less-than-ideal if the goal is to operate an efficient global payment processing business, capable of handling many billions of dollars per year in transactions."

"We have assembled a team of extremely talented restaurant operators, turnaround specialists, real estate experts, and corporate governance veterans who are ready, willing, and able to tackle each opportunity."

"Leadership cannot hide behind recent defensive maneuvers and the veil of improved governance. Elanco needs Board and management changes to ensure accountability and deliver a long-term, multi-year turnaround."

"We have assembled a team of extremely talented restaurant operators, turnaround specialists, real estate experts, and corporate governance veterans who are ready, willing, and able to tackle each opportunity."

"As Korea's preeminent business group, it is time for Samsung to lead the way on governance and capital allocation, and to help eliminate the "Korea Discount" to benefit Korean markets and society as a whole."

""The Company has been deficient in linking executive pay to corporate performance" — Glass Lewis. "ISS has given Darden a governance Quickscore of 10, indicating the HIGHEST POSSIBLE GOVERNANCE RISK" — ISS."

"“The Company has been deficient in linking executive pay to corporate performance” — Glass Lewis. "ISS has given Darden a governance Quickscore of 10, indicating the HIGHEST POSSIBLE GOVERNANCE RISK" — ISS."

"Martin Cremers, K.J. and Nair, V.B., April 2004. "Governance Mechanisms and Equity Prices" Yale International Center for Finance (ICF) and New York University Center for Law and Business Research — Footnote"