Callouts & quotes from 3,960+ activist slides

""Moody's believes a sustained improvement in Olive Garden's earnings and same store sales performance over the intermediate term could be challenging given soft consumer spending and competitive pressures. This is of particular concern given that Olive Garden will comprise the substantial majority of Darden's consolidated earnings and be the key credit support for the company, which will be less diversified and smaller in scale post the divestiture of Red Lobster." — Bill Fahy, Moody's Senior Credit Officer, May 16, 2014"

""Moody's believes a sustained improvement in Olive Garden's earnings and same store sales performance over the intermediate term could be challenging given soft consumer spending and competitive pressures. This is of particular concern given that Olive Garden will comprise the substantial majority of Darden's consolidated earnings and be the key credit support for the company, which will be less diversified and smaller in scale post the divestiture of Red Lobster." — Bill Fahy, Moody's Senior Credit Officer, May 16, 2014"

"“Our SORT business has been rapidly growing as a result of privacy trends, I mentioned before.” — Perion CEO (Q3 2022); “This is why we believe SORT will continue to be a major contributor to revenue and EBITDA.” — Perion CEO (Q1 2023); “Another thing we added into the cost, we’re not charging for it, it’s built into the cost... We’re offering different solution for targeting. It’s called SORT. At this point, we are not charging for it. We are offering it to our customers.” — Perion CEO (Needham Conference, May 17, 2023)"

""this issue from our perspective is an attempt to sow confusion where none exists" — Burford Management; "so we don't believe that these [are] aggressive marks." — Burford Management; "So I think that the suggestion in the report that there's anything untoward or mysterious there is not a well-founded." — Burford Management; "we provide IFRS compliant financials," — Burford Management; "Burford's accounting and financial reporting is transparent, appropriate and has been consistent for many years." — Burford Management"

""But looking forward, we want to reiterate our commitment to long-term growth of 25% on the top line." — Fmr. CEO Zollars, Vocera 2012 Conf Call; "We, however, have not changed our view of the long-term gross margin target of 70%, since we believe all the same drivers remain in place." — Fmr. CEO Zollars, Vocera Q1 2013 Conf Call; "And we've published that our target model at a $200 million run rate, we believe we can get to a 68% gross margin and a 20% adjusted EBITDA margin." — CEO Lang, Vocera JPM Conf, Jan 12, 2017"

""We believe our brand is one of the most important long term differentiators." — CEO Dudum on Q1 2022 Earnings Call; "Our CEO, our leadership never really seemed that concerned with those direct competitors. The, the viewpoint was that there's plenty of space in the market. We're gonna win the brand battle...Their younger customer base may become a little more price conscious and realize, hey, this is a great brand, but they're not really offering anything special." — Spruce Point Interview With Former HIMS Executive"

"“Based on our confidence in ozanimod’s potential, we are raising our 2020 revenue targets to more than $21 billion…it’s an incredibly exciting time for Celgene as we continue to invest in our future and accelerate growth potential through 2020 and beyond.” — Bob Hugin, Chairman & CEO, July 2015; “We believe that ozanimod has the potential to generate peak sales in the range of $4 billion to $6 billion annually in just the initial indications.” — Scott Smith, President – Global Inflammation & Immunology, July 2015"

"We believe $1 of revenue from small cells is as valuable as $1 of revenue from the tower business. It has all the same characteristics, long-term committed contract, annual escalation, the same components of we don’t have the incremental cost as we add additional tenants, high returns ultimately as the asset is leased up...So over time, we need to prove out that small cells has the same characteristics and sustains itself in the same way that towers has for the last couple of decades. — CEO Jay Brown, April 2017"

""The study focuses on preimplantation genetic testing for aneuploidy, or PGT-A, which screens embryos for chromosomal abnormalities that could keep them from implanting. The diagnostic tool has been controversial for decades, since no rigorous studies have conclusively proven the test improves the odds of having a baby... Clinicians and researchers told STAT say they believe most providers have good intentions, but they are still offering patients an unproven, expensive, and possibly risky procedure." — STAT"

"I don't think there are many COOs of publicly traded companies, who could just sit down here and tell things in such a believable and sympathetic fashion. I can only say – for us, from the Rockstars perspective, it is pretty clear that what you are doing is exactly that – being rock stars. You simply say, "Okay, a certain amount of anarchy is unavoidable. We'll go straight in. We believe in what we are doing. We have a completely different way of thinking as all the other players in the market." — P. W. M."

""VAX-31 APPEARS BEST-IN-CLASS & SHOULD LEAD THE EXPANDING ADULT + INFANT MARKET... VAX-31 met non-inferiority to PCV20 across the board, was superior on many difficult and highly-prevalent serotypes, and the data were more striking than for V116. The probability of even broader superiority in Phase III (starting in H1) is now much higher. The ~$8B market could grow to over $13B by 2027, and we believe VAX-31 should become the leader and generate significant strategic interest." — TD Cowen, September 2024"

"The discretionary components of our business, have been challenged by cautious consumer spending on big ticket items like swimming pools and outdoor living projects resulting in sales of building materials declining 11% for the year compared to the same period in 2023. and We now believe that new pool units could be down 15% to 20% in 2024, and remodeling activity for 2024 may be down as much as 15% compared to our previous estimate of flat to down 10% compared to 2023. — Pool Corp Warning, June 24, 2024"

"“...we announced the acquisition of Ciba's textile effects business. This was an acquisition of roughly $255 million with an $88 million LTM EBITDA. It is our objective over the course of the next two years to invest about $100 million into that textile effects business, and we believe we can get that EBITDA up to about 15%, 16% of sales; increase that EBITDA from its present rate of about $90 million run rate, upwards of about $150 million run rate.” — Peter Huntsman, President & CEO, September 2006"

"As previously disclosed, the Securities and Exchange Commission began an informal inquiry into the issues associated with the restatement of some of our financial statements in 2001 through 2003. On August 18, 2006, we received verbal notification from the SEC that the inquiry will continue under a formal order of investigation, which we believe is a common step in such matters. We believe that the focus of the investigation is substantially the same as the informal inquiry. — MasTec Inc. SEC Filing"

""...operating priority is simply execution...I use data to drive decisions, I set clear targets...I set the competitive benchmarks and I continuously raise the bar." — Ellen Kullman, May 2, 2013 Investor Day. "Relative to our five year, long-term rolling growth targets (7% rev growth, 12% earnings growth)... we believe these goals are both appropriate and achievable. We fully endorse management's plan to achieve them and are encouraged by progress against them." — Alexander Cutler, March 5, 2014."

"CSIM believes that the board is typically best positioned to determine its leadership structure. Therefore, CSIM will typically not support proposals requiring the separation of these roles unless certain circumstances are in place. — Charles Schwab; We will generally vote for proposals looking to separate the CEO and Chairman roles unless the company has governance structures in place that can satisfactorily counterbalance a combined chairman and CEO/ president post. — JP Morgan Asset Management"

""Allegion was spun-off from Ingersoll Rand in December 2013. As an Ingersoll Rand board member, Nelson worked with us to craft a shareholder friendly governance structure that is an important element in keeping our leadership accountable for performance as a standalone entity. Nelson Peltz, the Trian team and Allegion believe that good corporate governance and good operational results go hand in hand. The results speak for themselves." — David Petratis, Chairman, President and CEO, Allegion, plc"

"BR lists its number #1 driver of Non-GAAP operating income margin is from “Scale and Natural OpEx leverage from a SaaS business.” However, Spruce Point does not believe that BR is a high-quality SaaS business, if one at all, given it admits it drives no pricing power and does not report metrics consistent with other SaaS companies such as Net revenue dollar retention or remaining performance obligation, and has just $414m of deferred revenue in relation to $3.7 billion of recurring fee revenue."

""I was at a [CFM International] lessor conference with my CEO and we actually asked for a show of hands. This was two years ago. Has anybody in this room bought a standalone module? And no one raised their hand. So, I just don't believe that there's 82 standalone modules being sold. And if you tell me that that comprises, they sold 20 standalone modules in the quarter and the rest are three times the engines they sold, okay, I don't, that's not bad." — Source E, former CFM & GE senior engineer."

""Director Smith serves as CFO of the Company. We believe that the unique financial information and control over a company's finances that is typical for a CFO should place the CFO in the position of reporting to and not serving on the board. It is crucial for the board to be in the position of overseeing the Company's finances and its reporting. This oversight is likely to be more complicated and less rigorous when the CFO sits on the same board to which they report." — Glass Lewis 2017 Report"

"Allegion was spun-off from Ingersoll Rand in December 2013. As an Ingersoll Rand board member, Nelson worked with us to craft a shareholder friendly governance structure that is an important element in keeping our leadership accountable for performance as a standalone entity. Nelson Peltz, the Trian team and Allegion believe that good corporate governance and good operational results go hand in hand. The results speak for themselves. — David Petratis, Chairman, President and CEO, Allegion, plc"

"Allegion was spun-off from Ingersoll Rand in December 2013. As an Ingersoll Rand board member, Nelson worked with us to craft a shareholder friendly governance structure that is an important element in keeping our leadership accountable for performance as a standalone entity. Nelson Peltz, the Trian team and Allegion believe that good corporate governance and good operational results go hand in hand. The results speak for themselves. — David Petratis, Chairman, President and CEO, Allegion, plc"

""[Over] the last 10 years, our [Return on Capital Employed (ROCE)] has been higher than our refining or midstream peer sets. And we absolutely believe and are committed to ROCE as a key metric because we believe that we can accrete ROCE through disciplined investments, through disciplined asset dispositions and asset acquisitions. And we believe that ROCE is the leading indicator for increasing total shareholder return." — Phillips 66 CEO Mark Lashier, Wolfe Refining Conference, March 6, 2025"

"As a result of this external evaluation, we now believe that our total addressable market has doubled from $20 billion to $40 billion. When you couple this analysis with the success of our new stores, both in building out new markets and adding to existing markets, we now feel confident that our U.S. store count can successfully reach 900 stores over time. This is quite exciting news for us, and we look forward to sharing more details with you in the future. — CEO James Conroy, May 10, 2022"

"We’ll also continue to improve gross margins. The Company’s current gross margin is about 52%. We can earn a higher total company margin by achieving best-in-class margins in more categories and business units. Based on industry benchmarking, we believe that only about half of P&G businesses have gross margins better than their competitive peer set. As we get more of our businesses to best-in-class levels, we’ll increase our total company margin. — A.G. Lafley, Former CEO 2007 Annual Report"

"[Over] the last 10 years, our [Return on Capital Employed (ROCE)] has been higher than our refining or midstream peer sets. And we absolutely believe and are committed to ROCE as a key metric because we believe that we can accrete ROCE through disciplined investments, through disciplined asset dispositions and asset acquisitions. And we believe that ROCE is the leading indicator for increasing total shareholder return. — Phillips 66 CEO Mark Lashier, Wolfe Refining Conference, March 6, 2025"

""My skepticism comes from how often they were able to do it and what yield. When I was there, it was really hard to get a full cell that was repeatedly performing for a long period of time... it's one thing to show it on the research level and another thing to show that it can be scalable." — Former employee; "I don't believe that they can do that pretty consistently. It's not a robust process at the moment... And from the people that I still talk to, they can't." — Another former employee"

""We closed our acquisition with Stripe! Together we're scaling digital dollars to businesses everywhere. Stablecoins aren't the future—they're already transforming how people move money today." — Zach Abrams, cofounder of Bridge, on X. "It's been incredible hearing from users just how big of an impact stablecoin infrastructure is already making. We believe stablecoins will play a critical role in turbocharging cross-border commerce." — Neetika Bansal, business lead at Stripe, on LinkedIn."

""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."

"“I know that if it was one salesperson telling me this, that would be a different story. But whenever, you know, a third of the people are coming out and saying, 'I can't believe what this sales manager just said to my provider that I've been calling on now for three years. I mean, literally threatened them not being a speaker anymore if they didn't pick up the volume.' And I'm just like, 'Dude, they can't say that.' 'Well, they did.'” — Ex-field reimbursement manager working with Harmony"

""It depends on the asset, but most of those would be carried at original cost." — Mr. Walton (May 29th conference call); "We write loans down to the amount that we believe we will collect. We record unrealized depreciation to show shareholders what we think has been lost." — Mr. Walton (May 29th conference call); "There is no time limit on our investments...we could keep them at some level of value as long as something is being done to try and recover the investment." — Ms. Sparrow"

"Purely illustrative, as we do not believe book value correctly reflects the significant value of TICO’s operating business and book value is overly punitive on the tax leakage on publicly listed stakes that would be realized, as it includes a deferred tax deduction broadly at the 31% Japanese statutory tax rate, and not at the much more beneficial deemed dividend tax structure under an issuer buyback unwind of cross-shareholdings. TICO deserves a much higher valuation than 1x PBR."

""[O]ne of the things about Alcoa Corp. that is fundamentally different than Alcoa Inc. is that we were given the opportunity to come out with a much better governance structure. So as a new company, we separated the Chairman and the CEO role. I personally believe that's the right way to have the business set up.... In addition to that, we've decided to incorporate in Delaware.... Delaware is much more shareholder-friendly." — William F. Oplinger, CFO Alcoa Corp., November 16, 2016"

"September 12th, 2022: We are currently switching from PVT: production validation tests to ramp and mass production... We believe that having a maiden USA factory up and running at mass production is a strategic advantage... November 29th, 2022: We're reporting here live from the Teal factory... We are about to start being able to ship over the next 4 to 6 weeks... March 7th, 2023: The Salt Lake City factory is complete and ready to go. We now have a state-of-the-art drone factory."

"“Today, we believe that we have the best pipeline in our history.” — Dr. Bourla, October 30, 2018; “At the same time, we have likely the best pipeline we've ever had at the corporation.” — Dr. Bourla, January 3, 2019; “what we believe is the best pipeline in our history” — Dr. Bourla, January 29, 2019; “the best pipeline we ever had” — Dr. Bourla, January 14, 2020; “the best pipeline we ever had and one of the best, I believe, in the industry.” — Dr. Bourla, January 28, 2020."

"We believe the spin-off, which is the result of an in-depth review of strategic alternatives by our Board and management, will allow both companies to enhance value by allocating capital and deploying resources in a more focused way, while preserving and increasing synergies within their businesses. At the same time, it will position the new security company to build scale and make the necessary investments for the future. — Michael W. Lamach, IR Chairman & CEO, Dec. 10, 2012"

"Spruce Point believes that ELF’s valuation is supported by its above market revenue growth. This revenue is highly dependent on its retail channels through Target, Walmart, and Ulta Beauty along with continued appeal with mostly female Gen Z consumers. To the extent that ELF receives pushback from these customers related to its association with Movers+Shakers and its perceived messaging and association with the NXIVM cult, there could be material downside to the share price."

"Aegon lists three distribution channels for its Individual Solutions business: a wholesale channel, a brokerage channel, and an affiliated retail agency consisting of Aegon's distribution subsidiaries, Transamerica Agency Network, Transamerica Financial Advisors, and World Financial Group. While WFG claims to empower communities through financial education, we will show in subsequent slides how we believe WFG uses questionable tactics in its recruiting and sales programming."

"“It turns out, the secret sauce is really more about platform-as-a-service, rather than AI per se, which is funny, given that machine learning, a form of AI, is mentioned fifty-five times in the C3 prospectus, while platform is mentioned only once, in the company's self-description: 'We believe the C3 AI Suite is the only end-to-end Platform-as-a-Service allowing customers to design, develop, provision, and operate Enterprise AI applications at scale.'” — Tiernan Ray, ZD Net"

"Really? Interesting. I hadn't noticed that. You have to understand how the revenue is being generated. Since there's a packaged offering, you may see there is a price negotiation. There could be situations where the programmatic revenue might be shifting from pre to post. The growth might be slowing but being shifted around. I believe the margins from the programmatic partnerships are higher, I would say so, yes. — Spruce Point Interview On The Cease of Disclosure April 2023"

"“Stationary oxygen concentrator markets will grow as people buy more portable oxygen concentrators and need stationary units to compliment the realize the value of mobile supplemental oxygen for almost any medical condition. The casinos have realized the value of oxygen for their clients, and believe that this helps people feel better.” — WinterGreen Research, “Stationary Medical Oxygen Concentrators: Market shares, Market strategies, and Market Forecasts, 2017 to 2023” p103"

"“Our top priority is to reassure our patients….” “St. Jude Medical stands behind the security and safety….” “St. Jude Medical will remain ever vigilant and dedicated….” “…..are not aware of such threats and will remain vigilant to the…..” “We recognize the importance of providing physicians with up-to-date and accurate information in a timely and responsible manner…” “Patient safety has always been our top priority and we have every reason to believe….” — St. Jude Medical"

"“In our view, Saputo has not carved out an economic moat due to consolidation among dairy producers, which have amassed greater control over the price of raw milk. Further, we believe the lack of differentiation between its products and those of branded competitors and private label doesn’t suggest the existence of a brand intangible asset.” — Morningstar, Saputo Looks to Milk Inflationary Benefits, But Its Position Could Sour on a Lack of Differentiation, Aug 16, 2022"

"The current average sell-side price target implies 13% upside, which we believe is hardly exciting in a world where you can earn 5% sitting in cash while avoiding the risks that, 1) Xylem mis-executes (like it has in previous M&A) with integrating Evoqua, 2) That the DOJ brings parallel charges against Evoqua similar to (or worse than) what the SEC charged, and 3) Financial restatement risk as suggested by Xylem’s recent disclosure of two sets of financial statements."

"On face value, Aerojet's revenue and earnings growth are comparable with industry peers. This forms the basis that its valuation is also in-line or at a discount with peers. However, Spruce Point believes that Aerojet's enterprise value does not accurately reflect numerous liabilities, its financial results are inflated with aggressive accounting, and its projected financial results will materially disappoint the Street “consensus” view formed by just a few analysts."

"Currently a significant segment of patients, approximately 40%, are not eligible to receive ruxolitinib [JAKAFI] due to progression on treatment or low platelet counts. These patients would be available immediately at launch for treatment with fedratinib. We believe fedratinib represents a significant opportunity for patients and has the potential to be a billion-dollar blockbuster for Celgene. — Nadim Ahmed, Celgene President of Hematology and Oncology, January 2018"

""But we won't just pay whatever to companies. We're very disciplined. We walk away when the prices are above our ability to deliver value... I think that's why you see the ROIC still consistent year over year over year in spite of the acquisition nature." — CEO Lobo, Q3 2016 Conf Call; "Deals are significantly more expensive. The Stryker name carries a premium to it. I believe we overpay. When I was there I felt like we overpaid for deals." — Former Stryker M&A Pro"

""the Company believes that it is important for context to advise the Staff that it began in 2014 to offer broadly to its customers the choice to use its blood diagnostic equipment and associated consumables pursuant to subscription agreements providing for a five-year term, in lieu of obligating its customers to purchase outright the Company's blood diagnostics equipment at the inception of the arrangement." — Heska SEC Correspondence Letter Dated 11/18/17"

"We believe our strong financial results are a reflection of our consistent and disciplined culture of innovation and reinvestment, creating a differentiated business model in the hard surface flooring category, as evidenced by the following: eight consecutive years of double digit comparable store sales growth averaging 15.3% per year (and averaging 16.5% per year for fiscal 2012 to fiscal 2016), with a 19.4% increase in fiscal 2016. — 2017 IPO Prospectus"

"Spruce Point believes that consensus estimates for future aspiration catheter revenues are not analytically robust. Yet, as with most companies, the market interprets these estimates as a good indicator of future sales, and as perhaps the most educated, rigorous, and analytically complete assessment of future performance. Accordingly, we believe that Penumbra shares are currently valued according to estimates which likely feature a high degree of error."

"While impressive on the surface, Samsara’s historical revenue ramp has been the result of opportunistic targeting of a one-time government mandate, an accounting sleight of hand, the beneficial impact to revenue recognition of customer financing, and the aggressive practice of buying out existing customer contracts (an extremely expensive technique for buying business that we believe is not appropriately captured in the Company’s financial disclosures)."

"We find it difficult to believe many long only investors would have any interest in a standalone RL and believe it would likely trade at the lowest EBITDA multiple within the restaurant universe (less than 7x). — UBS, March 3, 2014; Our assumption is that RL will assume half of the debt for DRI, which is roughly $1.25B. Applying a 6x EV/EBITDA multiple would give us an EV slightly less than $2B, which is $5 per share for RL. — Buckingham, March 21, 2014"

"We find it difficult to believe many long only investors would have any interest in a standalone RL and believe it would likely trade at the lowest EBITDA multiple within the restaurant universe (less than 7x). — UBS, March 3, 2014; Our assumption is that RL will assume half of the debt for DRI, which is roughly $1.25B. Applying a 6x EV/EBITDA multiple would give us an EV slightly less than $2B, which is $5 per share for RL. — Buckingham, March 21, 2014"

"IDEXX has dominant 55-60% market share in diagnostic equipment, the best selling disposable fecal test (SNAP), and operates one of the leading reference labs in the world. IDEXX also has more fecal-related patents than Heska has total patents. We imagine they understand the market's demand for such testing and the technology required to do it better than Heska. We believe their entry into the point of care market would be a material negative for Heska."

""We consider the recent drop in NQ Mobile's share price to be artificially created by false allegations and we believe our stock to be currently undervalued," commented Dr. Henry Lin, Chairman and Co-CEO of NQ Mobile. "The plan to purchase NQ Mobile shares by the NQ Mobile senior management team demonstrates our strong confidence in the company and reflects our commitment to executing our business plan and delivering shareholder value." — Dr. Henry Lin"

"Prior to its resignation, DTT raised the following issues (some of which may be considered to be disagreements) encountered during the audit, including: issues related to the authenticity of bank statements; a loss of confidence in bank confirmation procedures carried out under circumstances which DTT believed to be suspicious;...concerns over possible undisclosed bank accounts and bank loans;... — Deloitte (regarding China MediaExpress Holdings Inc.)"

"We believe the evidence is clear: tech spending by school districts will be pressured during the 2023-24 school year. The effect is magnified in districts that have seen declining student enrollment. However, we believe this is just the beginning as ESSER funds won't run out until September 2024. Spruce Point believes this pressure will only continue to intensify in 2025, which will be the first full year without emergency federal funding since 2019."

""...the strategic infrastructure we have in North Dakota...the Tioga Gas Plant...that's not something that we would be interested in MLPing." — John Hess, November 2012; "But we certainly do not believe that an MLP in the Bakken is appropriate at this time." — John Hess, January 2013; "Today we are announcing the culmination of that process...Specifically, we will be...pursuing the monetization of our Bakken midstream assets." — John Hess, March 2013"

"Our strong order backlog provides us with good long-term revenue visibility... We still firmly believe that four times leverage is the most efficient capital structure that we can put together going forward, that provides us with the lowest overall cost of capital, we are very confident about the visibility of the cash flow to service this as well as providing the capital for all the programs that we have — CFO Wirasekara Q1'17 Conf Call (May 2017)"

"The other key observations from our derivation of estimated Live metrics are that (1) Consumer segment revenue grew faster before the launch of Live (FY 2016-2018) than it has over the past three years (FY 2022-2024), suggesting Live's massive revenue growth may just be fueled by cannibalization of non-Live revenue, and (2) Consumer segment revenue growth ex-Live is very modest, we believe calling into question the sustainability of the franchise."