Callouts & quotes from 516+ activist slides

"On behalf of Ancora’s clients, the destruction of value at Forward Air since 2023 by Chair George S. Mayes, Jr., Director Javier Polit and Director Laurie A. Tucker requires Ancora to attempt to remove the problematic directors."

"In stark contrast, the four incumbent directors we are seeking to replace, who have collectively reaped millions in Board fees, have only purchased 78,000 shares of Office Depot common stock in the market in the last ten years."

"“There has been no change in the scope of the audit.” — Mr. Walton, Allied’s CEO. “the accountant does not function as an appraiser and is not expected to substitute his judgment for that of the company's directors.” — ASR 118."

"Prior to Starboard’s involvement, Huntsman ONLY ADDED directors to an otherwise entrenched Board. Huntsman in fact went out of its way to NOT REFRESH interconnected directors by repeatedly waiving mandatory retirement policies"

"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)"

"TO US, IT APPEARS THAT THE REAL REASON PHILLIPS 66 REBUFFED MR. GOFF HAS NOTHING TO DO WITH HIS INDEPENDENCE FROM ELLIOTT, AND EVERYTHING TO DO WITH HIS INDEPENDENCE FROM CEO MARK LASHIER AND THE COMPANY’S BOARD OF DIRECTORS."

"Land & Buildings seriously questions whether the NHI directors can faithfully execute their fiduciary duties to shareholders given their longstanding professional and personal relationships with Robert Adams and Andrew Adams."

"Insiders have been aggressive sellers of DXCM shares throughout the history of the Company, and sold in particular size as the stock ran up in 2015. Insiders and directors now own just 1.8% of shares, down from 8.2% in 2012."

"Rather than constructively engage with shareholders over legitimate concerns, the Board instead chose to hastily remove four committee chairs and appoint three new directors, two of whom lack public company board experience."

"We believe that the presence of Petit on INS's board of directors is indicative of potential lack of oversight/accountability for top-management, and that INS's board may not be working in the best interests of shareholders."

"“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"

"The Secretary of our Company, Johnathan Lindsay, is the son of Alan Lindsay, a director of our Company; otherwise, there are no other family relationships among our directors or officers. — UEC Prospectus, November 23, 2005"

"We would therefore welcome the opportunity to meet with the Special Committee and its advisors, and, as appropriate, other members of the Board of Directors and senior management when you are ready to discuss our proposal."

"We believe the targeted directors cannot be trusted to act in shareholders' best interest. We call on the Board to immediately engage with all potential buyers, including Clearlake, instead of prolonging the sale process."

"Taubman's Board of Directors focuses only on the issuance outlined in option B, ignoring option A, which is to eliminate the dual-class voting share structure through a negotiation between the Board and the Taubman Family"

"“Agrium's Retail segment is under-earning” — Piper Jaffray, 12/2/12; “Agrium's management should engage with serious consideration many of the issues JANA and its proposed Directors bring up on costs” — Barclays, 12/13/12"

"Rather than putting the best people in place to drive shareholder value, the Board seems to be making costly deals and poor decisions at the expense of shareholders in order to insulate Mr. Shaw and incumbent directors."

"Past performance is the best indicator of future performance... Without change, shareholders are placing their trust in the same directors who approved strategies that destroyed billions of dollars of shareholder value"

"If this transaction has been partly motivated by political considerations, explain why the Airbus board directors are not in breach of their fiduciary duty to act in the best interests of Airbus and its shareholders."

"We Believe That Viacom is Significantly Undervalued Relative to its Peers and Assets and Can Deliver Material Returns Over The Long-term For Its Shareholders With Changes Made to its Leadership and Board of Directors"

"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!"

"We look forward to providing shareholders the opportunity to vote for new, highly qualified directors who will help the Company close the valuation gap and set it on the right course toward long-term value creation."

"Rather than constructively engage with shareholders over legitimate concerns, the Board instead chose to hastily remove four committee chairs and appoint three new directors who largely lack public board experience."

"We will vote AGAINST these three directors, who supported the disastrous acquisition of Omni in August 2023, leading to an approximately 80% decline in equity value and the accumulation of extremely burdensome debt."

"If the Board’s decision did not stem from a focus on self-preservation and prolonging a standalone existence for Forward Air, then the directors are just lacking the competence and knowledge to serve as fiduciaries."

"Spruce Point believes that Zebra needs a refresh at the Board level. We are concerned that 50% of the Board has been entrenched for over a decade with Directors Maniere and Smith having served for over two decades."

"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."

"Rather than constructively engage with shareholders over legitimate concerns, the Board instead chose to hastily remove four committee chairs and appoint three new directors who largely lack public board experience"

"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 outside directors have overseen persistent capital allocation failings, dismissed shareholder concerns, and failed to ensure basic checks and balances on management - rendering their ongoing tenure untenable"

"The Board should immediately form a Special Committee of independent directors with its own independent legal counsel and financial advisor to protect the independence and confidentiality of their deliberations."

"This is a crucial time for Sony Technologies to capitalize on growth opportunities. A dedicated management team and Board of Directors would increase likelihood of achieving targets laid out at 2019 Investor Day"

"Darden's directors have overseen an average underperformance of 153% during their tenure on the Board, and the four that are running for reelection performed even worse, with an average underperformance of 186%"

"Darden's directors have overseen an average underperformance of 153% during their tenure on the Board, and the four that are running for reelection performed even worse, with an average underperformance of 186%"

"Landmark illustrates the need for independent directors with experience in distribution to provide proper oversight and protect shareholders from reckless deployment of capital and poorly conceived acquisitions"

"The medical director stated that directors at Blue Cross affiliates around the country are in close touch, and that a domino effect would occur once of them forced usage of regular diazoxide suspension instead."

"Three key directors of C3, with otherwise impressive credentials, fail to disclose their corporate director roles at companies that went through accounting scandals and/or were alleged to have committed fraud."

"We also find it concerning that Disney's culture seemingly rewards executives and directors for avoiding conflict and punishes those who respectfully challenge the assumptions of leaders – even when justified"

"We also find it concerning that Disney’s culture seemingly rewards executives and directors for avoiding conflict and punishes those who respectfully challenge the assumptions of leaders – even when justified"

"If any members of the Board had knowledge of these serious issues for longer than what is implied in the Company’s recent disclosures, we believe those directors should immediately resign from the Board."

"Between that line and a few that followed, McLoughlin threw the board under the bus and with that, we don't see how Chairman [Les] Vinney and a few other directors can continue serving as board members."

"Allowed CEO Mark Lashier to consolidate Chairman role, add new directors with questionable independence from the CEO and receive generous compensation despite stock underperformance and missed targets"

"Institutional Shareholder Services (“ISS”), a leading proxy advisory firm, recommended WITHHOLD votes for all incumbent directors with greater than one-year tenure in 2016, 2017, 2018, 2019, and 2020."

"Kao claims that "(the) current compensation system for Directors... is appropriate... the compensation system proposed by Oasis does not contribute to enhancing our corporate value". — Kao Corporation"

"Outside of Michael Maroone, an experienced auto dealer executive with companies including AutoNation, no member of the Board of Directors is both independent and deeply experienced in the industry."

"This is a once-in-a-generation opportunity for us, Norfolk Southern's owners, to put in place the right slate of directors, the right management team and the right strategy - all at the right time."

"Directors now cannot defer compensation and must take it in the current period. This raises our suspicion that insiders are opting to take cash out before financial stress increases in the future."

"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."

"Why does Mr. Nayar conceal he is being paid by BC Partners on his GFL biography? GFL Directors receive no compensation from the Company, but is Mr. Nayar receiving compensation from BC Partners?"

"Recall: In Nov 2017 the SAIC charged Momo with of "Filing Corporate Information With the Intent To Conceal The Truth And Falsify" and three Directors abruptly resigned for "personal reasons"."

"ISS recommended shareholders vote against three incumbent AOL Board members, including James Stengel, who is Chair of AOL’s Compensation Committee and one of the directors we are challenging."

""Having a classified board is not an accountability issue for Alcoa. The company's corporate governance policies hold directors accountable to shareholders." — Alcoa's 2011 Proxy Statement"

"Despite legal challenges by Epiq, the Missouri Jackson County Circuit Court has ruled that Villere & Co. can nominate a competing slate of directors for Epiq's upcoming 2016 annual meeting"

"With lower capital intensity, a focused board of directors, a streamlined portfolio and a credibly reduced exploration budget, we believe Hess International can achieve a premium multiple"

"Inconvenient truths are hidden under Directors and hand-waved away to be fixed later - the result is significant technical debt (in my opinion) in the core products while trying to scale."

"The annual election of directors reflects standard best practice in corporate governance, as evidenced by the fact that it has been adopted by nearly 90% of the companies in the S&P 500."

"BlackRock’s Directors Mr. Gerber (24 year), Mr. Slim (13 year) and Mr. Freda (12 year), lack the presumption of independence and dilute the level of ‘true’ Independent Directors to 62.5%"