"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."
Callouts & quotes from 494+ activist slides
Every emphasised callout and every pulled quote, extracted slide-by-slide. Search by keyword, filter by slide type or by source.
"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"
"Our independent and highly qualified nominees have the right skills and experience to help the Board hold McDonald's accountable and establish realistic targets, verify progress and meet stated ESG commitments"
"Our independent and highly qualified nominees have the right skills and experience to help the Board hold McDonald's accountable and establish realistic targets, verify progress and meet stated ESG commitments"
"Also Deloitte's final note at Dairy Crest (U.K.) warning about the greatest potential for fraud around revenue recognition and "topside journals" is a big departure from its prior Independent Auditor Report."
"The following considers in greater detail the financial, operational and strategic benefits that could accrue to each SeparateCo (AOL, Content, Publishing and TWC), if it were an independent, public company."
"The fact that a purportedly independent distributor would have a single file of ANTA email addresses, commingling people supposedly independent from ANTA with people working at ANTA, is evidence of control."
"The logic for the creation of four independent companies is based on the business strategy, operating capabilities, degree of collaboration with the other business units, financial performance and strength."
"According to the independent expert report, Keisei’s true ROE over the past 3 and 5-year periods falls well below investor and proxy advisor thresholds which can trigger votes to hold management to account"
"We believe that, if elected, Ron’s extensive academic and real world experience as an independent board chair would ensure fair process, fair dealing, and diligent care for the benefit of all shareholders."
"Spruce Point believes it may be time for significant change at Healthcare Trust of America, Inc (NYSE: HTA) if the Company’s financial reporting cannot pass the audit review of an independent third party."
"In both the 10-K and investor presentation, AMR references 16.2 – 16.3 million tons of coal produced in 2021. However, the next slide will show that an independent evaluation references 15.6 million tons."
"I was particularly annoyed about the shameless allegation that Ströer did not have any proper corporate governance and that the supervisory board was not independent. Intolerable effrontery! — Udo Müller"
"The disclosure makes it clear that not only is the 32-qubit system not being sold, it isn’t even available “for customer use or independent verification by a third party” – which may “even never occur.”"
"We recap below the events and main points which we believe justifies our conviction that the Chairman (Helge Lund) of the Board and the Lead Independent Director (Dame Amanda Blanc) should be removed."
"Our extensive channel checks identified that CSTE's IKEA offerings are also offered by independent contractors, only IKEA's prices their stock at a 18%-35% discount to CSTE contractors' retail price."
"IMPORTANTLY, this does not mean AOL should not own content, but rather that choosing to own content is an independent decision from Search and needs to have a path to profitability in its own right."
"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."
"“All members of audit, compensation, and nominating/governance board committees should be independent” — BlackRock Investment Stewardship, Proxy voting guidelines for U.S. securities - January 2024"
"“All members of audit, compensation, and nominating/governance board committees should be independent” — BlackRock Investment Stewardship, Proxy voting guidelines for U.S. securities - January 2024"
"Investors accustomed to the China fraud world know that independent third party evaluators can be manipulated in China – particularly when the client wants a corroborating or exculpatory finding."
"We do not believe an individual that has demonstrated such hostility towards stockholders attempting to exercise their fundamental rights is suitable for serving as our Lead Independent Director."
"Muddy Waters, LLC hereby offers to engage, at our own expense, an independent and qualified accounting firm to evaluate the independent committee's investigation into whether NQ Mobile is fraud."
"Contrary to CSTE's suggestions of independence, Freedonia's data should not be considered independent. Freedonia source information from CSTE themselves and are compensated for the data by CSTE!"
"By voting on the enclosed Gold Card for Elliott's four independent nominees – Brian Coffman, Sigmund Cornelius, Michael Heim and Stacy Nieuwoudt – you can be part of helping deliver this change."
"However, this claim of a scientific breakthrough is Ambry's own characterization, based on their internal data and not an independent, peer-reviewed publication at the time of the announcement."
"We believe these highly concerning actions demonstrate that the Board is beholden to management, and is not strong enough nor independent enough to represent the interests of ALL stockholders."
"Our research has uncovered significant concerns with Nova's independent consulting geologist who is a "Competent Person" and "Qualified Person" for U.S. SEC and Australian reporting purposes."
"I was particularly annoyed about the shameless allegation that Ströer did not have any proper corporate governance and that the supervisory board was not independent. Intolerable effrontery!"
"Oasis presents shareholders with the choice of “A Better Kao” through the nomination of five highly qualified and independent candidates, sourced from a months-long extensive global process."
"Senior Independent Director Blanc's lack of engagement reflects a discrepancy with her public rhetoric, which could be interpreted as an abuse of the guardianship privileges afforded to her."
""WCT is an independent oil and gas company in which Mr. Ward retains no financial interest nor has any management or operational involvement." — SandRidge Energy consent revocation statement"
"This contasts with the ANTA Prospectus description of Mr. Hong Yanqing as an independent third party; likewise, it suggests that the two Wus are Anta managers, not independent distributors."
"Glass Lewis believes that the installation of an independent chair is almost always a positive step from a corporate governance perspective and promotes the best interests of shareholders."
"Glass Lewis believes that the installation of an independent chair is almost always a positive step from a corporate governance perspective and promotes the best interests of shareholders."
"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%"
"Hughes is purportedly independent, and chairs the CPI PG board. He is also president of the audit and investment committees. Through his company, he has a 50/50 joint venture with Savic."
"Based on management estimates and our independent research and analysis, we estimate 6% to 8% long-term revenue growth. Our estimate is a slight discount to Valeant management estimates"
"At BlackRock's AGM scheduled for May 15, 2024, Bluebell Capital Partners is proposing an amendment to the company's bylaws to require an Independent Board Chair (Item 6 - Vote: “FOR”)."
"At BlackRock's AGM scheduled for May 15, 2024, Bluebell Capital Partners is proposing an amendment to the company's bylaws to require an Independent Board Chair (Item 6 - Vote: "FOR")."
"Independent analysis suggests that the U.S.'s $100 billion home-sale commission TAM could be reduced by as much as 30%-50% due to changes that will likely be brought on by the verdict."
"Independent evidence and field work (including agent interviews) strongly suggests that BEKE's realized commission rates are meaningfully lower than the figures reported to investors."
"AOL's existing peer group, which serves as the foundation for benchmarking executive compensation, consists of companies that are too large. — Independent compensation consulting firm"
"AOL's existing peer group, which serves as the foundation for benchmarking executive compensation, consists of companies that are too large — Independent compensation consulting firm."
"Elliott has assembled a purpose-built slate of independent directors who collectively bring expertise and perspectives urgently needed to address the issues Phillips 66 faces today."
"Elliott has assembled a purpose-built slate of independent directors who collectively bring expertise and perspectives urgently needed to address the issues Phillips 66 faces today."
"Elliott has assembled a purpose-built slate of independent directors who collectively bring expertise and perspectives urgently needed to address the issues Phillips 66 faces today."
"Spruce Point expresses concerns that BOOT's Audit Chair is Brenda I. Morris who also serves as Independent Director and Audit Chair of Xponential Fitness (Nasdaq: XPOF) since 2019."
"The Board should be reconstituted with new, truly independent directors from outside of Southwest who have best-in-class expertise in airlines, customer experience and technology."
"The Board should be reconstituted with new, truly independent directors from outside of Southwest who have best-in-class expertise in airlines, customer experience and technology."
"Should the independent committee accept our offer, investors will greatly benefit by having reasonable transparency into a process that is critical to protecting their interests."
"WSP should overhaul its Audit Committee, which is stacked with a club of Montreal-based business executives and form an independent committee to evaluate Spruce Point’s findings."
"Independent accreditations play a large role in validating the services that DV offers. We find that it lost a major accreditation from the UK-based Audit Bureau of Circulations."
"AOL's equity grants in the last two years were time-based, rather than performance based, allowing the Company's executives to realize value independently of Company performance."
"Complacent leadership that does not see any upside opportunity vs. Highly credible independent directors nominated by a shareholder that sees a clear path to a $200+ share price"
"The very fact that the Board, in reviewing the leadership structure, does not detect any anomaly is the best demonstration of the lack of independent oversight within the Board."
"In part because of the involvement of ANTA proxies Lin Sankuan and Su Weiqing, we believe Li Yuxiong is in substance another manager from ANTA, and is not an independent party."
"Cintas needs to conduct a fully independent, and audited review of its Fire Protection Services workforce to make sure it is conducting its business in compliance with the law."
"Without validation of ROVI’s strategy and strengthened oversight by new and independent directors, shareholders risk being set up for yet another costly round of disappointment"
"Not only do we have serious concerns about the independence of AOL's Board, but AOL's "independent" Board members have little vested interest in the performance of the Company."