Callouts & quotes from 494+ activist slides

"Oh yeah. It is a dog fight. Absolute dog fight. I think between them two. Okay. And their CEOs do not like each other. — Former DV sales executive. No ad agency would ever buy them. Neither would a major platform. They have to stay independent to maintain that sort of perception of being, you know, a non-biased party. — Former DV sales executive."

"Other SCS systems on the market are limited to a frequency below 1500 hertz. Omnia delivers the widest range of frequencies of any SCS system, between 2 and 10,000 hertz. In addition to HF10, Omnia offers the most waveforms in a single product and can be programmed to provide waveforms independently or paired with HF10. — Press release 11/5/2019"

"“By 2007, operating an Herbalife independent distributorship business had become unsustainable. Herbalife’s entire program is based on purchases made from Herbalife. Distributors have to purchase product from Herbalife each month in order to obtain their paychecks.” — Bruce Roth, Declaration in Herbalife Int'l of America, Inc. v. Ford et al."

"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."

"We’re going to have higher margins with the delivery of these cost synergies, and we haven’t quantified the benefits of any revenue synergies but we would clearly expect to be able to grow at higher rates over the longer term than we would independently.... And we see some very specific opportunities — CEO on Revenue Synergies, Aug 7, 2018"

"Lead Independent Director and Nominating and Corporate Governance Committee Chair Sean Aggarwal and Nominating and Corporate Governance Committee member Betsey Stevenson have overseen negative total returns during their tenures, lack financial sophistication based on their track records at Lyft, and support the dual-class share structure."

"Henry Fernandez, our lead independent director, is a director and Chairman of the Board of MSCI. In April 2021, we entered into a cooperation agreement with MSCI, pursuant to which we will assist MSCI in MSCI's construction of life sciences index products in exchange for a share of MSCI's revenues from those products. — Royalty Pharma"

"“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"

"Under the new M&A guidelines, the special committee could choose its own separate independent financial advisor to come up with unbiased valuation opinions if the committee is concerned about the independence of the target company's financial advisor, according to Shinpei Ochi, deputy director of Meti's corporate system division."

"“We’re going to have higher margins with the delivery of these cost synergies, and we haven’t quantified the benefits of any revenue synergies but we would clearly expect to be able to grow at higher rates over the longer term than we would independently”.... “And we see some very specific opportunities” — Amcor CEO, Aug 7, 2018"

"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"."

""It took me two months to get a call with IR, much less an independent director" — Foreign Buyside Analyst; "They need to do more to promote diversity... The current situation is not at global levels... (and) it would be good to see the benefits of diversity and inclusion reflected in the top line" — Domestic Sellside analyst"

"Our proposal is not rooted in a mere abstract preference for the separation of the Chair (to be independent) and CEO, disregarding other viable governance structures. Rather, it stems from our specific assessment of the unequivocal failure of BlackRock's governance to provide independent oversight on the company's management"

"TeliaSonera defended its valuation stating it had “conducted a completely correct business deal at fair market value” adding that “The price was determined by the state of Azerbaijan as part of the privatization process and a fairness opinion was obtained from an independent international accountancy firm.” — TeliaSonera"

""[Sino-Forest] can categorically say Sino-Forest is not the ‘near total fraud’ and ‘Ponzi scheme’ as alleged by Muddy Waters...Far from being a ‘near total fraud’ and ‘Ponzi scheme’ as alleged by Muddy Waters, Sino-Forest is a real company, with real assets and real revenue." — Sino-Forest Independent Committee Report"

"Under the new M&A guidelines, the special committee could choose its own separate independent financial advisor to come up with unbiased valuation opinions if the committee is concerned about the independence of the target company's financial advisor — Shinpei Ochi, deputy director of Meti's corporate system division."

"Because of these issues, and the questionable overlapping audit committee chair with NIHD along with prior transaction discrepancies, we strongly suggest that AMT's shareholders and independent Board members scrutinize the transaction, and consider rejecting it, as the incremental risk may outweigh the benefits."

"Recent data from the National Bicycle Dealers indicate a substantial decline of independent bike dealerships. Meanwhile, using iconic Harley Davidson as a proxy for motorcycle demand, we observe that sales fell for a fifth year in a row as the it struggles to find new buyers, and has its own electric bike debut."

"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."

"As an immediate first step, we call on management and the board to initiate an in-depth, open and truly independent review of BHP’s petroleum business, to be overseen by a committee which includes management, shareholder representatives and outside experts, with full disclosure of all results on a timely basis"

"As an immediate first step, we call on management and the Board to initiate an in-depth, open and truly independent review of BHP's petroleum business, to be overseen by a committee which includes management, shareholder representatives and outside experts, with full disclosure of all results on a timely basis"

"Ms. Xu worked at NQ for less than six months, as marketing director, and then left NQ in 2007 in order to buy her stake in YDT; YDT is a separate and completely independent business from NQ; and NQ accounts for only 60% of YDT’s revenue. — NQ “Response to J Capital Report, ‘NQ Not At Any Price,’” August, 2013."

"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"

"Karl's significant experience transforming independent E&P companies and operating a global portfolio of conventional and unconventional assets, as well as his track record of value creation across exploration, production, midstream, marketing and private equity will add significant value to the Hess Board"

"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."

"Independent Board representatives that will: Run a process to hire the best CEO and executive team, Set proper performance targets and incentivize and compensate management appropriately, Monitor and review the performance & strategy of the new leadership team, Hold the new leadership team accountable"

"“Michael sets the tone for not only the Company, but, more importantly, for independent distributors, that there is room at the top, that this is an aspirational business, and he paints that picture with kind of dreamy type of goals.” --CFO Rich Goudis, Herbalife Ltd. Investor Day at NYSE, 12/16/2008"

"Pursuant to the G&A Services Agreement, Ginkgo will perform its obligations as an independent contractor and the Company will pay Ginkgo for services at the fully burdened full time equivalent cost, plus pass-through costs, materials and services. — Soaring Eagle Acquisition Corp prospectus 8/13/2021"

"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."

"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"

"While developing a chip rather than licensing HDClear may or may not be the right answer over time, we believe it is critical to have independent Board members who can assess the risk-reward of each option with an open mind, so that HDClear has the highest chance of success over the long term."

"Based on Peng's employment at the consolidated Sprandi subsidiaries of the ListCo, his sale of similarly named entities to ANTA, and his role in ANTA Capital, where he led an ANTA delegation to scout our new factory locations, Henan Ruili appears to be a captive, not an independent supplier."

"While adding a new independent director to the Board is a step in the right direction, we believe his appointment was merely reactionary and an attempt to win the support of another shareholder in this election contest and likely would not have been done were it not for the pending contest."

"The internet is littered with websites promoting their “best” or “top” pest control companies. Not all rankings are necessarily independent, and many are advertising supported. However, upon a recent review we found five out of six rankings promoting Terminix as the best overall company."

"But we think the combination of the 2 companies, plus our road map, plus our product strategy, will allow us to break through the pack much like Trade Desk did, and put us in a position to be the dominant independent scaled player on the SSP side. — Magnite CEO, Needham Conf May 19, 2020"

"A lot of these products are being acquired strictly as a financial tool and we are leaving both entities separate and independent. And it's almost like in a very loosely speaking terms, I would say that instead of becoming an integrated supply chain team, it's more of a holding company."

""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"

"“A recession is when you have to tighten your belt; depression is when you have no belt to tighten. When you've lost your trousers - you're in the airline business.” — Sir Adam Thomson, Founder and Chairman of British Caledonian, one of Britain's most successful independent airlines"

"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."

"It is deplorable that BlackRock, as an industry leader and potential standard setter, fails to recognize that a director who has been on a board for over ten years (or longer) has compromised independence significantly, regardless of whether they are classified independent or not"

"Starboard along with its independent directors stabilized a terribly mismanaged business and laid out a credible plan to improve financial performance, which ultimately resulted in a successful and value enhancing sale of the company to a highly complementary strategic acquiror."

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

"The U.S. Preventive Services Task Force (USPSTF), an independent body that works closely with the Department of Health and Human Services, as well as the ACC/AHA/ACCP/HRS Guideline, currently does not support proactive screening of asymptomatic patients for atrial fibrillation."

"Asserting the contrary, from 2015 until now, demonstrates two things only: 1. BlackRock's Board of Directors lacks adequate independent oversight 2. Ms. Wagner herself has confirmed that she is not independent by relying on an assessment that she must know is plainly unfounded."

"Asserting the contrary, from 2015 until now, demonstrates two things only: 1. BlackRock's Board of Directors lacks adequate independent oversight 2. Ms. Wagner herself has confirmed that she is not independent by relying on an assessment that she must know is plainly unfounded."

""The lead independent director or another appropriate director should be available to meet with shareholders in those situations where an independent director is best placed to explain and contextualize a company's approach" — BlackRock Investment Stewardship Global Principles"

""The lead independent director or another appropriate director should be available to meet with shareholders in those situations where an independent director is best placed to explain and contextualize a company's approach" — BlackRock Investment Stewardship Global Principles"

"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. — BlackRock"

"While adding a new independent director with retail experience is a step in the right direction, we believe Mr. Massey’s nomination was reactionary to our involvement and we question whether the Board would have taken such action were it not for our pending proxy contest."

"Kratos' CEO and CFO have questionable pasts while formerly at Titan Corporation. Furthermore, audit committee member Jane Judd also served at Titan as VP/Controller. We question how “independent” her judgement may be given her historical acquaintance with management (1)"

"Legions of lawyers hired by BlackRock's BoD, paid with shareholders' money, will not be able to convince anyone that, from a substantive perspective, Director Ms. Wagner does not have a material relationship with BlackRock's senior executives, hence is not independent."

"Legions of lawyers hired by BlackRock's BoD, paid with shareholders' money, will not be able to convince anyone that, from a substantive perspective, Director Ms. Wagner does not have a material relationship with BlackRock's senior executives, hence is not independent."

"We prepared the estimates of reserves which were audited by MM&A, and MM&A reviewed our methodology, assumptions and reserve factors utilized in calculations...MM&A relied on their independent pro-forma economic analysis for ultimate reserve determination — 10-K p.48"

"Following a risk-benefit analysis, including consultation with FDA, study investigators, independent expert neurologists, and neuroradiologists, Sanofi determined that the risk to patient safety outweighed the benefit that fedratinib would bring to patients. — Sanofi"

""You know, it’s really amazing. I step out of the Ferrari, the Bentley, or whatever, and people go – ‘what does that guy do for a living? – and I go, ‘I’m an Herbalife independent distributor,’ and people are absolutely amazed" — Doran Andry, Chairman’s Club Member"

"By supporting the Nominees for ADP’s Transformation you will: Elect a major shareholder to the Board, Add two new independent directors with fresh perspectives and relevant expertise, Send a message to ADP’s management and Board that the status quo is unacceptable"