Callouts & quotes from 1,012+ activist slides

""We have reviewed the procedures used by the Board of Directors in arriving at its estimate of value of such investments and have inspected underlying documentation, and, in the circumstances, we believe the procedures are reasonable and the documentation appropriate." — Arthur Andersen LLP (previous audit language). "[W]e have written that we believe these allegations are unfounded and uninformed and have attempted to produce as much factual rebuttal as possible." — Merrill Lynch report."

"“Ginkgo wanted to pretty much control everything and be in charge.” — Current Motif executive; “The amount they charged us, there was no negotiation.” — Current Motif executive; “Exactly. I would say that the person that was the director of R&D, pretty much overseeing the project, was actually a Ginkgo employee at first, so he had really little say because he was an insider from Ginkgo, so he couldn't really tell them what you're doing is not the perfect thing.” — Current Motif executive."

""Nelson was quick to recognize that removing Snapple from a bureaucratic Quaker Oats culture would enable entrepreneurialism and innovation. The result was a dramatic sales turnaround and more than quadrupling of company value in just 3 years. And I experienced first-hand at Heinz [as a Director] how Nelson emerged from a hotly contested proxy battle to become an incredibly respected and valued Board member." — Mike Weinstein (CEO of Snapple from 1997-2000; Heinz Director from 2006-2013)"

"As the Tribunal has clearly stated, the dispute manifestly depends on questions of competition law, and private law rights cannot be relied on to give effect to an exclusive agreement which violates competition law. We welcome the fact that the Competition Appeal Tribunal's judgment has upheld Sportradar's submissions, and that the competition law claim will proceed to be determined first and in the specialist forum. — David Lampitt, managing director, Sports Partnerships at Sportradar"

"“Why should it cost $70,000-80,000 for disposables? The disposables are essentially plastic tubings and plastic containers and cartridges, and that's more than the cost of a brand-new luxury car that you're paying for a set of things you throw in the garbage, essentially. It is, no question, overpriced...there’s lots of precedence for this sort of stuff happening in the healthcare industry.” — Transplant surgeon and transplant program director at a leading Northeast academic center"

"According to BlackRock, it is in the best interest of their clients (and the market) that an over-boarded Director is not appointed to the Board (BCP concurs). However, the very same Director was endorsed by BlackRock to the Board as the sole Director representing their clients (and the market). With the additional consideration that this very same Director was first appointed to the Board at the 2020 AGM as a representative of the controlling shareholder! This is a joke!"

"“We have covered tech/software for 18 years and have never come across a company that is a leader in a $40B TAM and continues to mis-execute so badly. The commentary every quarter of ‘strong demand’, ‘sales productivity/enablement improvements’ and ‘solid momentum’ in the business have not correlated with decelerating growth across all metrics for a number of quarters. It is also amazing to us the Board of Directors has done nothing to push the issue.” — Craig-Hallum"

""I said to another CEO, who I won't name 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." — William R. Johnson, Former Chairman and CEO, H. J. Heinz Company, current Director of Emerson Electric Co., United Parcel Service, Inc. and PepsiCo, Inc., and current Trian Advisory Partner"

"I said to another CEO, who I won’t name 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. — William R. Johnson, Former Chairman and CEO, H. J. Heinz Company, current Director of Emerson Electric Co., United Parcel Service, Inc. and PepsiCo, Inc., and current Trian Advisory Partner"

"I said to another CEO, who I won’t name 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. — William R. Johnson, Former Chairman and CEO, H. J. Heinz Company, current Director of Emerson Electric Co., United Parcel Service, Inc. and PepsiCo, Inc., and current Trian Advisory Partner"

"Earthworx also connects GFL, Mr. Dovigi and Director Dino Chiesa, to Gordon Churchill of Port Perry. Mr Churchill, in addition to Mr. Villa, were both referenced as directors/owners of Earthworx. Gordon pleaded guilty in June 2007 to charges of production of a controlled substance, unauthorized possession of a firearm and misconduct by peace officer. Gordon’s son Nick Churchill follows Villa’s Campus Auto on Instagram. Nick Churchill was also sentenced to prison."

"“I’m talking about customers coming to KLA... saying, guys, we need you to develop this tool...P2 can only be done by a clean tool...they were really begging us to expedite.” — Former KLA executive in a leadership role in their EUV mask inspection group. “I think there are a lot of issues with the Lasertec tool. It's not reliable enough, and yes, I do think customers would really like KLA on this” — Ex-KLA director of engineering focused on EUV mask inspection."

"So long as the Apollo parties own a number of shares equal to 5% of the total outstanding shares of our common stock at closing, the Apollo parties are obligated to vote all of their shares as recommended by our board of directors with respect to routine matters (including contested or uncontested elections of directors, “say on pay” votes, approval of equity compensation plans and ratification of the selection of HGV’s auditors). — HGV Proxy Statement"

""We welcome Trian’s return as a significant Legg Mason shareholder and the addition of Nelson and Ed to our Board of Directors. Their experience in the asset management industry will be valuable as we pursue our common goal to increase value for Legg Mason clients and shareholders. We look forward to working closely and constructively with Nelson and Ed to achieve this objective." — Joseph A. Sullivan, Legg Mason's Chairman and Chief Executive Officer"

""The disconnect between the clinical data and actual results is that the data said you get 70-75% pain reduction with high frequency. Probably less than 20% of patients in my region got that. 25% of patients were non-responders. They weren't responsive to high frequency at all. 50% had pain relief but not to RCT-reported levels. For those 50% of patients, competitor devices fared better." — Former Nevro regional sales director and now at a competitor"

""The issue for us has always been the relative return of a U.S. small cell opportunity versus our ability to deploy capital primarily on the macro side in international markets. And when we've looked at that historically, the international opportunities have tended to present a more attractive and more compelling return opportunity, and that's guided our capital deployment decisions." — Senior Director of Investor Relations, American Tower, May 2018"

""SK Foods routinely falsified the lab test results for its tomato paste... ordered employees... to falsify tomato paste grading factor, and... lied about its product’s percentage of natural tomato soluble solids, mold count, production date, and whether the tomato paste qualified as 'organic.'" — US Department of Justice; "We pack garbage for them anyway and they always take it, but we’ve hit new lows." — Randall Lee Rahal, Director of SK Foods."

""Spinal cord stim has always been approved or used for neuropathy. PDN is just another smoke and mirrors way for Nevro to position their device." — Medtronic regional manager in charge of a large multi-state territory; "Doctors can just say something is neuropathy." — Former Nevro sales executive; "We've been stimulating for diabetic neuropathy for forever, and no, I don't think it's going to be a game changer." — Former regional sales director"

"General Recommendation: generally, vote FOR shareholder proposals requiring that the Board Chair position be filled by an Independent Director, taking into consideration the following: the scope and rationale of the proposal; the company's current Board leadership structure; the company's governance structure and practices; company performance; and any other relevant factors that may be applicable. — ISS United States - Proxy Voting Guidelines"

"General Recommendation: generally, vote FOR shareholder proposals requiring that the Board Chair position be filled by an Independent Director, taking into consideration the following: the scope and rationale of the proposal; the company's current Board leadership structure; the company's governance structure and practices; company performance; and any other relevant factors that may be applicable. — ISS United States - Proxy Voting Guidelines"

""These independent directors agreed to join our board, because they believe in our outstanding plan, and they recognize that our plan is the right plan for all of our shareholders. We have had this strategic transformation, as my remarks noted, underway, really going back...since I became Chairman...In fact, Elliott got on the train after it really left the station...This is a culmination of a multi year strategy..." — John Hess, March 2013"

"Over the course of his nearly two decades as an institutional investor, Mr. Loeb has developed a sophisticated understanding of how to create and unlock long-term value for shareholders. As Chief Executive Officer of the Company's largest shareholder, Mr. Loeb would advocate vocally for stockholders' interests if elected to the Board. For these reasons, we believe Mr. Loeb is exceptionally qualified to serve as a director of the Company."

"“its not like anything that required the device but they would use it out of convenience, which is a very expensive backup plan...even when it wasn’t clinically indicated”; “we’ve since remedied that.” The “surgical director is very mindful of cost...and questioned if we’re using it too liberally, like on organs we would have taken otherwise before TransMedics was available...the cost has been a concern.” — UCSF hospital administrator"

"“They initially got traction in lung. I think their peak year - and this is again where the company's dishonest... It plummeted for two reasons. One, you now had to pay for an organ whether you used it or not. Two, enthusiasm for XVIVO's device with Lung Bioengineering. Number three, which really put the nail on the coffin, was the 10-degree Celsius storage story.” — Prominent surgeon, director of leading academic transplant center"

"RESUELVE, ÚNICO.- Revocar en todas sus partes la Resolución de Administrativa AJAM/DJU/AL/RES/ADM/1/2015, de 2 de octubre de 2015, emitida por el Director Ejecutivo de la Autoridad Jurisdiccional Administrativa Minera – AJAM, dentro del Recurso Jerárquico presentado por la Empresa Minera Alcira S.A. representado legalmente por CAI XIMING. Registrese, comuniquese y archivese. — Cesar Navarro Miranda, MINISTRO DE MINERIA Y METALURGIA"

"First, Ms. Liu held a majority shareholder position, along with key executive management positions including legal representative, executive director and general manager, in Khorgos Huanxu Technology Co., Ltd. (“KHT”). On September 30, 2018, KHT was listed as the sole shareholder of Beijing Bairui Media Co., Ltd. (“Bairui”), a company previously controlled by YT with a subscribed capital of CNY1.5 billion (or about US$220 million)."

"BlackRock is a textbook example of bad corporate governance due to an oversized Board (16 directors vs. the S&P500 average of 10.8), low women representation (31% vs. the S&P500 average of 33%), long tenure of directors as a symptom of lack of independence (10 yrs vs. the S&P500 average of 7.8 yrs), low presence of independent directors (81% vs. the S&P500 average of 85%), and above all, a Chairman who is also the CEO (Mr. Fink)."

"“Nelson Peltz and I worked closely together on the Legg Mason board. As a board member, Nelson was focused on improving operating results and strategy. There is no doubt that Nelson was an important contributor to Legg Mason’s turnaround.” — John T. Cahill, Chairman and CEO, Kraft Foods Group, Lead Independent Director of American Airlines Group, Inc., Director of Colgate-Palmolive Company, and former Director of Legg Mason, Inc."

""How do you measure success? The answer is right here. We launched in the US and within 9 months there was a national oat milk shortage. It's cool but not cool because you want to supply that. We believe the truth about the underlying cause of the shortage is much more grim and a function of management's ineptitude and the harmful side effects of producing oat milk." — John Schoolcraft, Oatly's Creative Director of Mind Control"

"Nelson Peltz and I worked closely together on the Legg Mason board. As a board member, Nelson was focused on improving operating results and strategy. There is no doubt that Nelson was an important contributor to Legg Mason’s turnaround. — John T. Cahill, Chairman and CEO, Kraft Foods Group, Lead Independent Director of American Airlines Group, Inc., Director of Colgate-Palmolive Company, and former Director of Legg Mason, Inc."

"Nelson Peltz and I worked closely together on the Legg Mason board. As a board member, Nelson was focused on improving operating results and strategy. There is no doubt that Nelson was an important contributor to Legg Mason’s turnaround. — John T. Cahill, Chairman and CEO, Kraft Foods Group, Lead Independent Director of American Airlines Group, Inc., Director of Colgate-Palmolive Company, and former Director of Legg Mason, Inc."

"“Oh really? I didn’t know that.” — Transplant surgeon and surgical director at a high-volume academic center in the western US; “Their surgical procurement is the black box that I’ve never known anything about. Here I am thinking a national organ program could be surgeons from accredited centers who are hired guns for the company. But that’s such a simplistic assumption.” — Transplant hepatologist Massachusetts General Hospital"

"“they don’t offer anything innovative” — Major pharma customer; “go bankrupt or collapse” — Major pharma customer; “fairly known problem” — Industry executive; “no advantage” — Ex-Twist director-level employee; “they ask for a really long time” — Novartis; “always been slower than competitors” — Novartis; “rarely using Twist now” — Ex-Twist employee; “Definitely we were frustrated, so we just walked away.” — Ex-Twist employee"

"“Therefore, in order to restore the balance between safety and soundness and mission, FHFA has placed Fannie Mae and Freddie Mac into conservatorship. That is a statutory process designed to stabilize a troubled institution with the objective of returning the entities to normal business operations. FHFA will act as the conservator to operate the Enterprises until they are stabilized.” — James Lockhart, FHFA Director, 9/7/2008"

"“Therefore, in order to restore the balance between safety and soundness and mission, FHFA has placed Fannie Mae and Freddie Mac into conservatorship. That is a statutory process designed to stabilize a troubled institution with the objective of returning the entities to normal business operations. FHFA will act as the conservator to operate the Enterprises until they are stabilized.” — James Lockhart, FHFA Director, 9/7/2008"

"“Therefore, in order to restore the balance between safety and soundness and mission, FHFA has placed Fannie Mae and Freddie Mac into conservatorship. That is a statutory process designed to stabilize a troubled institution with the objective of returning the entities to normal business operations. FHFA will act as the conservator to operate the Enterprises until they are stabilized.” — James Lockhart, FHFA Director, 9/7/2008"

""Then we realized that the numbers were overstated in several markets by 15% to 20%." It turned out that some florists who were transferring orders to other shops had reported total sales, and not just their commissions, as revenue. -- Greg Royer, Director. "There was a huge Bermuda Triangle between corporate management and the mom-and-pop retailers who didn't know what P&L; and EBITDA are." -- Karen Akin, Apples to Zinnias."

""Hess Corporation (NYSE: HES) announced today the election of former U.S. Senator Sam Nunn to its Board of Directors." — Press release August 2, 2012; "We are also adding...directors to the board. Last August, we met with a search firm to begin identifying candidates.... Before I continue, I would like to recognize our existing directors...former Senator Sam Nunn...will be retiring from our board." — John Hess, March 2013"

"“There’s really no big difference. We could switch anytime if needed. Oligos are much more of a commodity. Oligos are just very short gene fragments. They are easy to make, they’re cheap, and they’re much more of a commodity than a gene. Oligonucleotides are just very short gene fragments. They could be like 20 nucleotides long. They are single-stranded, and they’re very, very cheap.” — Abbvie R&D Director; Twist customer"

"Guangzhou Anda is a limited liability company incorporated in the PRC and is owned as to 35.0% by Mr. Chen Dinglong, 32.5% by Mr. Ding Qingliang and 32.5% by Ms. Lin Lisui. Mr. Ding Qingliang is the brother-in-law of Mr. Ding, an executive Director, and Guangzhou Anda is a connected person of the Company under Rule 14A.11(4)(c) of the Listing Rules. — The 25 February 2010 Announcement of Continuing Connected Transactions"

""2024 was a pivotal year for Phillips 66, and I am proud of the accomplishments of the Board and management team. With active Board oversight, Phillips 66 executed well on an ambitious set of strategic priorities, substantially improving its competitiveness and positioning the Company well to deliver on its initiatives through 2027..." — Phillips 66 Lead Independent Director Glenn Tilton, Fourth-Quarter Results, 1/31/25"

"“Victoria is a dynamic leader who has played a critical role in managing transactions that have advanced growth and shareholder value,” said Nate Davis, Chief Executive Officer and Chairman of the K12 Inc. Board of Directors. “Her depth of experience in finance, IT, and in streamlining operations coupled with her love for education enhances the skills, mix, and diversity of thought in our Board.” — Nate Davis, K12 Inc."

"Starboard believes that Mr. Lacey’s experience in the senior management of public companies, including service as chairman, president, chief executive officer and corporate vice president, his experience on the boards of directors of public companies, his financial expertise and his direct knowledge of the component manufacturing and camera module business, will enable him to provide invaluable oversight to the Board."

"2024 was a pivotal year for Phillips 66, and I am proud of the accomplishments of the Board and management team. With active Board oversight, Phillips 66 executed well on an ambitious set of strategic priorities, substantially improving its competitiveness and positioning the Company well to deliver on its initiatives through 2027... — Phillips 66 Lead Independent Director Glenn Tilton, Fourth-Quarter Results, 1/31/25"

"Special committees play a key role in the new guidelines [in resolving the problem of conflict of interest and information asymmetry]. They also exert the utmost effort to maximize the benefit of minority shareholders, just like the situation that could be achieved by the merger between two independent partners where there is no conflict of interest — Riwa Sakamoto, director of the corporate system division at Meti."

"Ballard will contribute approximately $1.0 million for its 10% interest in JVCo. Under the terms of the agreement, Ballard has the right to appoint one of the three JVCo board directors and Ballard's CEO was appointed to the board of JVCo effective as of closing. Ballard has veto rights over certain key JVCo decisions and has no further obligation to provide future funding to JVCo. — Ballard Press Release, Oct 2016"

""You simply don't achieve results like this without a high functioning, deeply engaged board." — Bob Pease, Independent Director, March 28, 2025; "Although it is common operating practice in the US to have the CEO also be the Board Chair, and for a past CEO to hang around on the Board, I feel they are both detrimental to a company in need of change." — Bob Pease, Written Assessment of Phillips 66, November 13, 2023"

""You simply don't achieve results like this without a high functioning, deeply engaged board." — Bob Pease, Independent Director, March 28, 2025; "Although it is common operating practice in the US to have the CEO also be the Board Chair, and for a past CEO to hang around on the Board, I feel they are both detrimental to a company in need of change." — Bob Pease, Written Assessment of Phillips 66, November 13, 2023"

"“And obviously, the NFL situation over the course of the last couple of weeks is partly a function of that. And what was based on an assessment in terms of, okay, what is the value of that official status in terms of the exclusive access that we'll give you. And we took the view that against what the NFL were charging for that access. We didn't think it was commercially viable.” — Strategy Director, Sportradar"

"“RESOLVED, that stockholders request that the Board adopt an annual election policy for directors, requiring each incumbent director... to deliver to the Board a letter of resignation effective at the next annual meeting of stockholders...” — Phillips 66 Proxy Statement. “Elliott's lawsuit further exhibits its lack of transparency and preference for theatrics over engagement.” — Phillips 66's April 24 Letter."

"We are conducting this election contest now during the pendency of the OfficeMax Merger because we strongly believe it is in all shareholders’ best interests to reconstitute the Board with new, highly qualified directors that have the requisite skill-sets and experience to dramatically improve the operations of the business and transform the Company for the future, whether as a stand-alone or merged company."

"“If you are lucky enough to get a hold of someone from Motif, they are very spicy about Ginkgo. They did not have a good experience with them and separated themselves as completely from Ginkgo as they could at the earliest possible date. I've not been told any of the details. All I know is that the CEO of Motif is barely on speaking terms with the Ginkgo folks anymore…” — Director-level employee of Joyn Bio"

"“we’re not in the business of transplanting people with 70-year old livers, like other places do. I know Methodist does a lot of older donors.” — Transplant hepatologist and director of the liver program at a Midwest academic center; “I’m surprised by it...having seen what they started with...I’m shocked that it has blown up into the program that it is.” — Transplant surgeon at a high volume academic center"

""We continue to remain focused as a Company and our Board of Directors on deleveraging. I think that when you look at our targets going out 2015 and 2016, our leverage ratios during that time period, particularly when you take into account an IPO during that time period, that our leverage ratios go to our long-time stated objective of 2.0 times our EBITDA." — Peter Huntsman, President & CEO, September 2013"

""The Board of Directors shall have the exclusive power and authority to administer, interpret and apply this Agreement...All such actions, calculations, interpretations and determinations done or made by the Board of Directors in good faith shall (i) be final, conclusive and binding...and (ii) not subject any member of the Board of Directors to any liability to the holder of Rights" — HMA 8K May 24, 2013"

"“Third Point was the largest pre-transaction shareholder at ~60 million shares and the architect of the 2012 Board reorganization (which we continue to applaud),” and, later, “With its 2012 reorganization, Third Point brought a shareholder advocate and adult supervision to the table.” — Gabelli & Co. report; “These were good directors, and they were part of needed change at Yahoo!.” — The New York Times"

"In a Star story last fall, GFL president and CEO Patrick Dovigi said his company chose to be a good corporate citizen by cleaning up the mess left on farmer Ruco Braat's land... After pleading guilty last week, Earthworx and its director, Claudio Villa, were fined $84,500... for offences related to the deposit of soil contaminated with metals and organic compounds on the sheep farm. — The Toronto Star"

"“one recurrent theme that I seem to be hearing about...is the reliability of these machines...while an organ is on a machine, things can go very, very wrong...I’ve seen maybe...10-20% have some sort of issue...if we had to discard an organ due to a machine error, that gets reported full stop...it’s take a very loud voice to do that...I don’t know if TransMedics has that.” — Medical director at OrganOx"

"Despite Heska raving about the Biotech Labs team, we could find only six employees on LinkedIn, and only two of those have a recent, relevant scientific background. When we called the corporate phone number, only six employees are listed in the directory, and that excludes two with LinkedIn profiles claiming current employment. Biotech’s Twitter account has been suspended for violating Twitter Rules."

"Stockholders may use information about corporate mismanagement, waste, or wrongdoing in several ways. For example, they may “seek an audience with the board [or directors] to discuss proposed reform or, failing in that, they may prepare a stockholder resolution for the next annual meeting, or mount a proxy fight to elect new directors.” — Seinfeld, 909 A.2d at 119-20 (quoting Saito, 806 A.2d at 117)."