Callouts & quotes from 486+ activist slides

"Ted Miller is attempting to gain control of Crown Castle . . . and install himself as Executive Chair, or Chair in some capacity. Please revise to provide support, given that Mr. Miller is only seeking a minority of Board seats. — Division of Corporation Finance, Office of Mergers & Acquisitions"

"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 investors in GP should take a close look at the company's Chairman, CEO and largest shareholder, Fraser Atkinson, whose track record points not just to an inability to manage the business to its financial targets but to an alarming disregard for his fiduciary duty to shareholders."

"We believe that the ability of the trust to sell stock in a short time frame after being contributed is a red flag, particularly in context of Aerojet’s audit chair resigning, its COO entering into a retention agreement, and IRS and California tax audits being disclosed shortly thereafter."

"“As we look specifically at the first quarter, our results were again very consistent and dependable. A 6% increase in FFO per share to $0.37; 3% same-store NOI growth, the 10th consecutive quarter of growth at 3% or higher” —Chairman, CEO, and President, Scott Peters (1Q15 Earnings Call)."

"On the sales side, I want to talk about sales and talk about our leasing activity and our leasing spread... The moods of the retailers, and you've heard this on the other conference calls with our peers, is improving dramatically. — Art Coppola, Chairman & CEO of Macerich, November 5, 2009"

"As part of our diligence, we spoke with a former senior executive from the early days at Monolithic. His insights about the Board, and notably that the Audit Chairman was asked to leave for “asking questions the CEO didn’t like” that “rocked the boat” should be viewed as a major red flag."

"We have specific concerns around ~$1 billion of revenue booked since 2020 with Frontier Communications (Nasdaq: FYBR), a material customer, which we argue should be evaluated as a related party because Dycom’s long-time CEO & Chairman has a brother that is a named executive at Frontier."

"Given that Kangmei’s ex-Chairman was sentenced to 12 years in prison and the company allegedly overstated its cash balance by $4.3B “using false documents,” we were further stunned to see a 2017 press release from Twist stating that Kangmei Group was actually an investor in the company."

"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."

"Note that the announcement states that these farms were designed for beef ranching, which strongly suggests that the farms were never intended to be operated by Huishan, and that the plan all along had been to use Huishan investors’ money to build beef cattle ranches for Chairman Yang."

""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"

"Giant's balance sheet is akin to a personal financing tool for the chairman — Ottoman Bay Research. Giant Interactive Group "is willing to cooperate with authorities in their investigation into allegations the company is involved in money laundering activities." — Dahe Daily reporter."

"Ms. Alvarado served on NewPower's board alongside several notorious Enron executives, including Richard Causey, Enron's Chief Accounting Officer; Ken Lay, Enron's Chairman; and Lou Pai, a key Enron executive who held multiple leadership roles, including CEO of Enron Energy Services."

"“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"

"“Disingenuous” — Referenced in a 2016 email regarding Chairman and CEO Christopher Franklin. “Financial Expert” — Title given to Audit Chairman Lee C. Stewart. “fraud” and having “many characteristics of a Ponzi scheme” — Bankruptcy trustee description of Fletcher Asset Management."

"For the stock market speculators interested in enriching themselves through manipulation, information arbitrage and a “zero sum” gain, all at the expense of our investors, I am certain that their actions will ultimately catch up with them. — Zheng Cheng, Chairman, CEO and President"

"The SEC alleges that when the fraud was finally revealed, Satyam's then-Chairman, B. Ramalinga Raju, declared that maintaining Satyam's inflated revenues and profits "was like riding a tiger, not knowing how to get off without being eaten." — SEC Charges Satyam with Financial Fraud"

"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."

"“AS OTHERS HAVE MERGED INTO MEGACOMPANIES, WE ARE BECOMING MORE STREAMLINED AND FOCUSED. AS OTHERS HAVE BROADENED THEIR PORTFOLIOS, WE ARE FOCUSING ON SELECT AREAS OF MEDICAL NEED.” — JIM CORNELIUS, FORMER BRISTOL-MYERS CHAIRMAN & CEO AND CREATOR OF THE “STRING OF PEARLS” STRATEGY"

"Engine questions how Ms. Moorehead (current Chair) and Mr. Derksen (former Chair) could approve such a statement when they know full well that since calling the Special Meeting, Engine and the Company have been seemingly close to reaching a resolution on more than one occasion."

"They [Chairman Ding Shizhong and Wu Yonghua] have a controlling stake in those companies, in those distributors. ... They have invested in this company. How to say? That is, they call these companies “subsidiaries” or “branch companies”. — Mr. A (former senior ANTA executive)"

"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"

"Spruce Point sees an inherent conflict if Director Sastry has received funding from Mr. Siebel. Berkley's website says it is an endowed chair.(1) How objective can he be in his decision-making, and will he look out for shareholders' interests ahead of Mr. Siebel's interests?"

"We are concerned that three of Parkland's directors have served on the Board for twelve years or more, including Chairman Jim Pantelidis who has served on the Board for 24 years, and Mr. Spencer and Mr. Bechtold who have been on the Board for 21 and 17 years, respectively."

"As Chair of the Compensation committee for each of the last 3 years, Glass Lewis has recommended that shareholders vote AGAINST Ms. Evans' continued service on the Board of Office Depot and has questioned whether she should even serve on any other public company board."

"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"

""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"

"“I work in the insurance industry because, as a balance-sheet guy, there’s a lot of junk you can play with… The fun you can engineer into an insurance company’s balance sheet is a lot more fun than some others.” — Dominic Frederico, 2001 (then Chairman of ACE INA)"

"It is unacceptable that the current Board was not made aware of the contract termination when it took place. We are taking immediate and appropriate measures to ensure that this type of communication breakdown is not repeated. — Dalton Gooding, Quintis Chairman"

"With the old CFO Donnelly out in Q4’18, the Chairman liquidating a sizeable holding starting in Feb 2019, the CFO is now referencing difficult comps on a “multi-year stack” basis – terminology we are not familiar with, but which certainly sounds concerning."

"Spruce Point is alarmed that PERI's audit chairman Michal Drayman held multiple financial roles at Lumenis Ltd. during the same period where the CFO and COO were charged with a scheme to fraudulently inflate revenues and misrepresent financial metrics."

"“Now, the integration value [of Speedway] is, I would say, proprietary. I can't give out a number from a competitive reason of that integration value, but I can say it is very significant...” — Gary Heminger, Former Chairman & CEO of Marathon Petroleum"

"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"

"Analytics is our long-term target to move from being a lower revenue generator in the low to mid-single digits to a medium revenue grower in the upper single digits over the long term. — CEO & Chairman Fernandez, Investor/Analyst Call, April 28, 2016"

"“Compensation is an important engine for a company's growth...(is it) linked to the growth of corporate value?... Verification against the market and global competitors is very important.” — Takatoshi Yamamoto, Hitachi Compensation Committee Chairman"

"The challenges Southwest faces today are immense: Years of mismanagement by Executive Chairman Gary Kelly and CEO Bob Jordan have caused the Company – and your investment – to decline in value and consistently underperform its significant potential."

""The FTC settlement is an acknowledgment that our business model is sound and underscores our confidence in our ability to move forward successfully, otherwise we would not have agreed to these terms." — Michael O. Johnson, chairman & CEO, Herbalife"

"The Board determined once again this year that the service of Mr. Fink as both BlackRock's CEO and Chairman is the most appropriate and effective leadership structure for the Board and the Company at the present time. — BlackRock Board of Directors"

"We sincerely thank Martin for his many contributions and dedication to METTLER TOLEDO. We regret that he has to retire due to his new commitments and wish him well as he takes on this time-intensive role. — Robert F. Spoerry, Chairman of the Board"

"In our view it’s both beneficial for consumers to enter into what we think is strong relief rather than litigating every case to conclusion... when we can’t reach a good settlement we will not hesitate to litigate. — FTC Chairwoman Edith Ramirez"

""You can't judge us on a one-year basis. You have to do it over the long term." — John Hess, Chairman & CEO Hess, January 2010; "There is no hiding place for underperformance." — Rodney Chase, Shareholder Nominee, Former Deputy CEO BP, May 2005"

"Anytime you can sell a volume of MDI on a rail car basis on a long-term fixed contract basis, that's going to be something we like. So not everything has to go through a system house... — Peter Huntsman, Chairman, President & CEO, December 2019"

"On October 26, 2021, days before his other 10b5-1 stock sale program started, the Chairman & CEO formed the Jagdfeld Giving Foundation for charitable purposes. This certainly makes it appear as if the CEO's stock sales are well intentioned."

""[The accounts] had been reviewed and scrubbed quarterly since they were put in place by Arthur Andersen. We thought all that had become history, and it was now news." — Former Enron Corp. Chairman Kenneth Lay during his 2006 criminal trial"

""Jeff will bring to our board a great perspective as a global investor and a shared belief in building long-term value for shareholders," Executive Co-Chairmen Rupert Murdoch and Lachlan Murdoch stated. — Rupert Murdoch and Lachlan Murdoch"

"Collectively, our Board nominees are a powerful group of leading executives, chairmen and directors of well-performing industrial companies with the necessary experience and independence to oversee a value-enhancing transformation of GCP."

"Spruce Point is alarmed by the recent pattern of MSCI's investments and alliances which appear to financially benefit members of MSCI, Morgan Stanley and former Morgan Stanley executives in the sphere of CEO and Chairman Henry Fernandez."

"Speaking in unusually blunt terms, [the chairman of PricewaterhouseCoopers global] told the Financial Times yesterday that Arata’s limited size reflected the availability of staff who met the firm performance standards. — Financial Times"

"The selection for this channel for the more detailed reply appears intended to help Chairman Larry Chen protect his personal reputation in China, rather than provide more or useful information to international investors and shareholders."

"“China is 1.3 billion people, you can recruit for a long time there before we had what was called the classic 'pop-and-drop' in that marketplace.” — Michael O. Johnson, Herbalife Chairman and CEO, HLF Q2 2008 Earnings Call, Aug. 6, 2008."

"Southwest’s Executive Chairman and its CEO, who have spent a combined 74 years at the Company, have presided over a period of severe underperformance, and they have demonstrated that they are not up to the task of modernizing Southwest."

"Southwest's Executive Chairman and its CEO, who have spent a combined 74 years at the Company, have presided over a period of severe underperformance, and they have demonstrated that they are not up to the task of modernizing Southwest."

"Southwest's Executive Chairman and its CEO, who have spent a combined 74 years at the Company, have presided over a period of severe underperformance, and they have demonstrated that they are not up to the task of modernizing Southwest."

"Southwest's Executive Chairman and its CEO, who have spent a combined 74 years at the Company, have presided over a period of severe underperformance, and they have demonstrated that they are not up to the task of modernizing Southwest."

"We question how AMT’s towers can be positioned to capture incremental growth when, according to their President, CEO, and Chairman, the vast majority of their towers are not located where the people generating the increased demand are."

"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."

"Alan Lindsay was UEC’s Chairman of the Board and large shareholder who was granted practically free equity. His son Oliver Lindsay is a convicted stock fraudster who served time in prison. CEO Adnani is related to the Lindsay family."

"It's official: Vivendi is Vincent Bolloré's family fiefdom. Shareholders can come along for the ride, but they must accept the risk that the chairman -- and largest holder with a 14 percent stake -- puts his interests before theirs."

"UEC’s Chairman of the Board does not put on his biography his prior role at C3 Energy (ultimately becoming C3.ai) which we believe has become the poster-child and case study of promotional, speculative, and serial AI disappointment."