Callouts & quotes from 494+ activist slides

"We believe that a key role of an independent board is to bring an outside perspective to challenge strategies that might have worked in the past but will likely need to evolve over time – contrary to Target’s board’s apparent instinct to maintain the status quo"

"We firmly believe that a comprehensive reconstitution of the Board, including the appointment of shareholder representatives and qualified independent directors, is necessary to ensure a thorough evaluation of all paths to delivering enhanced shareholder value."

"Rather than recommending a premium sale to Private Equity, allowing all shareholders to benefit, Schoen and the Board (7 of whom are currently members of the 8 independent directors today), recommended a defensive tactic in the form of a $10 per share dividend"

"The independent directors of DuPont, who own very little stock (collectively ~$20mm in shares(1)), have repeatedly failed to hold management accountable for missing its publicly stated financial targets; it is time for an "ownership mentality" in the Boardroom"

"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."

"Agrium's other business, agricultural distribution ("Retail"), accounts for 30%+ of total EBITDA, ~50% of total value and $4bn+ of acquisition capital, yet Agrium does not have a single independent director with any relevant distribution industry experience."

"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."

"As can be seen in the above SAIC filings, ownership was transferred from Mr. Song Lifeng, the brother-in-law of Anta Executive Director Wu Yonghua and a connected person identified in the prospectus, to Mr. Ye Chengdong, a purported independent third party."

"The Board's actions to freeze-out and isolate the two independent and highly respected industry executives elected last year is highly concerning and demonstrates a Board that is entrenched and not interested in hearing or considering independent viewpoints"

"What are you looking for? Work From Home, Extra Income, Own Business, Financial Freedom, More Spare Time, Personal Development, Helping Others, Meeting New People, Retirement / Pension, Leave a Legacy — Herbalife Independent Distributor Presentation (2010)"

"Therefore, the logical consequences of not making yourself available (without good reason) are that (1) you are failing to fulfil your duties as a Senior Independent Director, and (2) you risk sending a concerning message about your level of independence."

"“made Sinch the largest independent voice network in the United States. Inteliquent is one of the major backbones of any voice calling provider in the US and is also trusted by the major US mobile operators to power their peer-to-peer calling.” — Sinch"

"If elected, the Independent Nominees would evaluate the merits of Elliott’s value-creation proposals in conjunction with management, to determine whether and when to implement them in the best interest of long-term value creation for all shareholders"

"It lists only two open positions on its website as well as on LinkedIn – again, a striking fact for a “independent” company that raised $50MM in Oct 2020, and one from which Ginkgo already reports a $38MM deferred revenue balance as of Mar 31, 2021."

"Given that ANTA espouses a strategy of developing self-operated retail businesses, like FILA, Descente, and Kolon, we expected to ANTA’s general managers actually heading up ANTA-owned companies, not those of its purported independent subsidiaries."

"We urge the independent directors (Ms. Moorehead, Mr. Derksen, Ted Prittie, Peter Brimm, and Ronnie Wahi) to stop the shenanigans and set a date for the Special Meeting as soon as practically possible so that shareholders can have their say."

"Spruce Point believes the voting control paired with exceptionally long tenured directors has effectively turned the Company's Board into a "good old boys club"; four of Zillow's seven independent directors have been on the Board since 2005."

"Unanimous support: At Phillips 66 (NYSE: PSX), leading independent proxy advisors Institutional Shareholder Services, Glass Lewis and Egan-Jones support Elliott's case for change, greater accountability and highly qualified board candidates."

"According to an independent accounting expert, the current 20% stake in OLC means that, under applicable Japanese accounting rules, this stake is valued at an 83% discount to its traded market value - equivalent to US$5.9bn of missing value"

"The complex multi-step logistics involve several independent moving parts, each affected by different factors (traffic, accidents, variable road conditions), so timing and reliability are going to necessarily be inferior to direct shipping."

"Our long idea is AerCap Holdings N.V., ticker AER. AerCap is the largest and, in our view, the best managed independent lessor. In a market with few bargains, we believe that the stock is cheap and offers a good risk-reward opportunity."

"The role of the CEO is to run the company. The role of the Board is to provide independent oversight of the CEO. Therefore, in general terms, there is an inherent conflict of interest for a CEO to act as her/his own oversight as Chair."

"Spruce Point highlights that FIGS materially expanded its Risk Factor language around its market opportunity in the recent 10-K. Of notable concern, FIGS now warns it has "not independently verified" any market opportunity estimates."

"This appears suspiciously convenient to us. If these inconsistencies represent honestly misreported numbers which were ultimately revised on the 20-F, it is extremely unlikely that the independent discrepancies would offset exactly."

"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."

"We’re calling on the Audit Committee, led by Harvard Business School Dean Srikant Datar, to review our report with an independent forensic investigator. We believe it’s time for CEO Lobo and CFO Boehnlein to resign or be terminated."

"Independent proxy advisors ISS, Glass Lewis and Egan-Jones agree: support Elliott’s case for change at Phillips 66 (NYSE: PSX). Vote by the May 21st deadline to add new voices to the boardroom that put shareholders’ interests first."

"strengthen the Board of Directors, adding the necessary capabilities to oversee large capital deployment in areas which are not BP's core business and have BlackRock's non independent director Pamela Daley removed from BP's Board."

"If Hess is “realizing synergies from the transfer of technical skills and operating capabilities globally”(1) then... Why is Hess a less efficient operator in unconventional plays than independents without global offshore assets?"

""In our experience, boards are most effective at overseeing and advising management when there is a senior, independent board leader." — BlackRock Investment Stewardship, Proxy voting guidelines for U.S. securities - January 2024"

""In our experience, boards are most effective at overseeing and advising management when there is a senior, independent board leader." — BlackRock Investment Stewardship, Proxy voting guidelines for U.S. securities - January 2024"

"No. Although independent verification reports in China and toilet paper are often intended to hold the same substance, our research indicates that investors are much better off sticking with 2-4 ply toilet paper in the bathroom."

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

"We determined that Ms. McIntosh's experience in the public education sector and her experience serving as an advisory board member qualify her to serve as an independent director on the Board. — PowerSchool 2023 Proxy Statement"

"Private sector conflicts of interest – and outright private sector corruption – are too significant in China for investors to put any faith in market research commissioned by research subjects – it is anything but independent."

"An oversized board (16 directors vs. 10.8 of S&P 500) with low percentage of independent directors (62.5% vs. 85% S&P 500), very long tenure (10 years vs. 7.8 years of S&P 500) and low women participation (31% vs. 33% S&P 500)"

"An oversized board (16 directors vs. 10.8 of S&P 500) with low percentage of independent directors (62.5% vs. 85% S&P 500), very long tenure (10 years vs. 7.8 years of S&P 500) and low women participation (31% vs. 33% S&P 500)"

"PowerSchool claims that Amy McIntosh is an "independent" director. However, we question her fitness to the Board given her director role at EAB Global, a reseller owned by Vista Equity, the largest voting control shareholder."

"In reality, Mr. Fife is not a truly independent director, and as a senior advisor to BC Partners, we believe he will still be heavily inclined to protect BC Partners' interests above the interests of the common shareholders."

"Without a large enough balance sheet of its own to support this, PLUG entered into sale/leaseback agreements with a number of financial institutions and independent renewable energy funds to facilitate these customer leases."

""With China's industrial upgrade, our country should be able to own independent and controllable key technologies. AI chip is China's opportunity to catch up in the semiconductor sector," said Leiwen Yao, director at Tencent"

"“AOL's CEO and CFO have realized significant value in terms of restricted stock vesting in the past two years while shareholders experienced a decline in the stock price.” — A leading independent compensation consulting firm"

"Unfortunately, kids (or future hobbyists) are less interested in bikes both in the U.S. and in the U.K., WD-40’s largest foreign market. Casual and regular bicyclists are in perpetual decline as are independent dealerships."

"“The three new independent directors, Messrs. Chenault, Miner and Seams, were each recommended to the Board and the Nominating Committee by Michael Reich & Associates, a third party search firm.” — Tessera's proxy materials"

"Spruce Point finds little independent evaluation of management's claims from the sell-side analysts, whom are compensated with lucrative fees for assisting GFL with financing and M&A advisory fees to implement its roll-up."

"All candidates are fully independent of Palliser, Keisei and affiliates. If appointed, none of the candidates will be considered over-committed even by the strictest policies applied by global investors and proxy advisors"

"Ginkgo really needs to control these entities because if they can't then—what they want is for these subsidiaries or for these joint ventures, these supposedly independent companies to be obligated to use Ginkgo services."

"After two years as CEO, Dr. Kleinfeld re-combined the Chairman and CEO positions. Since then, Dr. Kleinfeld has held both positions. But a lead independent director can be just as good as an independent chairman, right?"

"How is Billy Taubman, Taubman's Chief Operating Officer, supposed to provide an independent review when the Company's operating performance - which he is responsible for - massively underperforms its Class A Mall Peers?"

"From analysis conducted under AMR’s own “independent” and “Qualified Expert” Marshall Miller & Associates, we see that 2021 production was 15.613 million tons, well below the 16.2 – 16.3 million tons claimed elsewhere."

"Excluding current board members elected as a result of the Company's settlement with Starboard, 75% of new independent directors / nominees since spin-off have had strong interconnections with existing board members!"

"New, independent oversight is drastically needed to ensure that current investments are measured properly with an appropriate risk-reward to provide shareholders with the highest probability of success in the future."

"“We encourage you to rely on the judgment of the Arconic Board, which is independent, objective and thoroughly dedicated to the interests of all Arconic shareholders.” — Arconic Letter to Shareholders, March 2, 2017"

"Since January 2012, DuPont has provided nine different versions of 2011 EPS. Can DuPont’s independent directors explain why that is? Trian’s nominees will seek to ensure that the board holds management accountable."

"Since January 2012, DuPont has provided nine different versions of 2011 EPS. Can DuPont's independent directors explain why that is? Trian's nominees will seek to ensure that the board holds management accountable."

"Since January 2012, DuPont has provided nine different versions of 2011 EPS. Can DuPont’s independent directors explain why that is? Trian’s nominees will seek to ensure that the board holds management accountable."

"Since January 2012, DuPont has provided nine different versions of 2011 EPS. Can DuPont’s independent directors explain why that is? Trian’s nominees will seek to ensure that the board holds management accountable."

"The fact that each independent director signed off on a letter full of purposefully misleading statements and accusations has made us more certain than ever that significant change is needed on Phillips 66's Board."

"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."

"Details within a 2016 Chinese lawsuit independently corroborate that TAL not only continued to lease GZ 1-1 learning center space after the time of the purported disposal, but was also paying the rent in advance."