Callouts & quotes from 2,037+ activist slides

"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"

"“Its Reputation in Tatters, Southwest Aims to Resume Normal Schedule on Friday” — The New York Times; “U.S. Senators blast Southwest holiday meltdown, labelled ‘unmitigated disaster’” — THOMSON REUTERS; “Southwest Doubles CEO Pay, Neglects Boardroom Risks Despite Crisis” — Forbes; “Southwest Airlines meltdown highlights insular management team” — FORTUNE; “Southwest hit by record $140 million fine for holiday service meltdown in 2022” — CNN"

""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"

"“Its Reputation in Tatters, Southwest Aims to Resume Normal Schedule on Friday” — The New York Times; “U.S. Senators blast Southwest holiday meltdown, labelled ‘unmitigated disaster’” — THOMSON REUTERS; “Southwest Doubles CEO Pay, Neglects Boardroom Risks Despite Crisis” — Forbes; “Southwest Airlines meltdown highlights insular management team” — FORTUNE; “Southwest hit by record $140 million fine for holiday service meltdown in 2022” — CNN"

"“...The entire episode has also revealed the limitations of ‘Disney nice.’ Avoiding face-to-face conflict, at least at the CEO and board level, fostered an environment where Iger and Chapek couldn’t hash out their differences. Executives who openly challenged others — Mayer, Rice, McCarthy — were ultimately dinged for their frankness...” — CNBC, Disney’s Wildest Ride: Iger, Chapek and The Making of an Epic Succession Mess, September 6, 2023"

"“Its Reputation in Tatters, Southwest Aims to Resume Normal Schedule on Friday” — The New York Times; “U.S. Senators blast Southwest holiday meltdown, labelled ‘unmitigated disaster’” — THOMSON REUTERS; “Southwest Doubles CEO Pay, Neglects Boardroom Risks Despite Crisis” — Forbes; “Southwest Airlines meltdown highlights insular management team” — FORTUNE; “Southwest hit by record $140 million fine for holiday service meltdown in 2022” — CNN"

"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."

"The term “Board Material” used herein means all minutes, resolutions, or other records of any Board and/or regular or special committee meeting, and all documents provided, considered, discussed, prepared, or disseminated, including materials on board portals, in draft or final form, at, in connection with, in anticipation of, or as a result, of any meeting of the Board or any regular or specially created committee thereof — Footnote 4."

""As part of its lawsuit, Boots Capital sought . . . to object to the appointment of our new CEO Steven Moskowitz to the Board and its resulting expansion of the Board" — Crown Castle Inc. Investor Presentation. "Boots has interfered with the Fiber review at multiple stages through unneeded & baseless litigation . . . by seeking to keep our CEO, a critical input in the review, off the Board" — Crown Castle Inc. Investor Presentation."

"Regarding your question 2.5: The freeXmedia transaction was reviewed in great detail at that time both internally and externally. We have commissioned appraisal reports et al and sought legal advice for the acquisition of freeXmedia. Neither the external consultants nor the supervisory board or shareholders objected to the transaction. We thus have no reason to assume there was anything unlawful about the transaction. — Dr. Metzner"

"We consider the poor functioning of the Board, and the lack of proper oversight to the point of not even acknowledging “Greenwashing” as a specific risk category, particularly alarming: this is especially true when considering that the “Greenwashing” risk has been arguably increased by the numerous statements around ESG personally made over the years by CEO and Chair Mr. Fink, which are inconsistent with BlackRock actual practices"

"We consider the poor functioning of the Board, and the lack of proper oversight to the point of not even acknowledging “Greenwashing” as a specific risk category, particularly alarming: this is especially true when considering that the “Greenwashing” risk has been arguably increased by the numerous statements around ESG personally made over the years by CEO and Chair Mr. Fink, which are inconsistent with BlackRock actual practices"

"Its Reputation in Tatters, Southwest Aims to Resume Normal Schedule on Friday — The New York Times; U.S. Senators blast Southwest holiday meltdown, labelled 'unmitigated disaster' — THOMSON REUTERS; Southwest Doubles CEO Pay, Neglects Boardroom Risks Despite Crisis — Forbes; Southwest Airlines meltdown highlights insular management team — FORTUNE; Southwest hit by record $140 million fine for holiday service meltdown in 2022 — CNN"

"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."

""So if you look at our used business, the FICO on our used business which represents about 52%, 53% of all the business that we originate today is coming on at an average FICO of 680. Our new business is coming on an average FICO of 700. So it's very steady across the board. You don't see big barbells in our portfolio, which again gives us confidence when the environment does turn." — Jeffrey Jonathan Brown - CEO, Ally Financial"

"The purpose of this letter is to specifically outline the following two important opportunities that we believe the Board and management team should pursue in order to unlock value: (1) An exploration of all strategic alternatives for the underperforming Family Dollar business, including an outright sale; (2) An evaluation and initiation of a wide-scale market test of a multi-price point strategy at Dollar Tree bannered stores."

"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."

""This pattern suggests that Phillips 66's board is using these repeated proposals as a shield against activism while failing to deliver tangible governance reform that shareholders clearly seem to support," Prof. DesJardine wrote: "If the desire to declassify is genuine, one would think the board would accept the remedy that Elliott has proposed." — Mark DesJardine, associate professor at Dartmouth's Tuck School of Business"

"The Muddy Waters report appears to have given rise to many questions that have not yet been sufficiently discussed. The question must also be asked - it has already been raised by various shareholders, particularly by Mr. Klein - why the board of management is acting as if it is not proceeding against Muddy Waters out of generosity. Or is it true what Muddy Waters says: has our company no legal redress against this report?"

""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"

"“What [Bill Ackman] doesn’t understand is they’ve never been as strong as they ought to be in software and technology, so they made up for that weakness by having a high-touch business model, with high degrees of client service. They have 700,000 clients, great relationships, great retention, and they do that through service. The service costs money...” — Lee Cooperman, ADP Board Member (1991-2011), CNBC (August 7, 2017)"

""the fundamental challenge is dollars per kilogram," and by that metric, it simply costs a lot more to launch a single small rocket with a single small satellite than it does to launch a single large rocket bundling many small satellites aboard it." Said Bruno, "While it is disheartening, a huge number of start-ups for micro launchers" are going to be "destroyed" and "that market [will not] recover." — ULA CEO Tory Bruno"

"We would urge the board to consider more proactively whether these nominees might be more suitable for the company at this point in its development than some of the long-serving incumbents who do not seem to have been able to challenge management sufficiently to avert the company's extended decline in performance and share price. — ISS Proxy Advisory Services, Recommendation: Barnes & Noble Proxy Contest, September 2010"

""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"

"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"

"The cost of revenue for our movie theater and traditional outdoor billboard network increased 101% from $28.5 million in 2007 to $57.3 million in 2008. The increase is primarily attributable to:...3) increased leasing costs associated with time we rent on movie theater screens as a result of an increase in the number of theaters we lease in our network from 10,930 in 2007 to 27,164 in 2008. — FMCN 2008 20-F filing"

"To expose the true nature of BlackRock's argument as entirely pretextual, Bluebell Capital Partners has informed BlackRock that it is prepared to withdraw our proposed to amend by-law, subject to the following condition: BlackRock must irrevocably commit to adopting a policy that mandates an independent board chair, effective BlackRock AGM 2025, with the announcement to be made to the market by April 15, 2024."

"To expose the true nature of BlackRock's argument as entirely pretextual, Bluebell Capital Partners has informed BlackRock that it is prepared to withdraw our proposed to amend by-law, subject to the following condition: BlackRock must irrevocably commit to adopting a policy that mandates an independent board chair, effective BlackRock AGM 2025, with the announcement to be made to the market by April 15, 2024."

"“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."

"SandRidge claims TPG-Axon has "engaged in a false and misleading campaign and "consent solicitation" filled with half-truths and unsubstantiated statements regarding management, the Board and the Company. TPG-Axon has repeatedly made inflammatory and false statements with one simple goal – they want to distract you from the facts regarding SandRidge and its strategy for creating value..." — SandRidge Energy"

""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"

"In the spring of 2003 the board was made aware of Kahn’s increasing tendency to become mired in the day-to-day management details, a person familiar with the situation said. Also at issue were sales projections that repeatedly turned out to be overly aggressive, turf battles between the company’s corporate merchandising division and store buyers and a faltering private label program, this person continued."

"Second of all, I bring 45 years of experience in the energy business to this, along with board experience and governance. This is a company that has good people, has a rich history, and great assets that don't necessarily belong together. So, I'm excited for the opportunity. I'm excited to bring my experience one more time to the game. And I think the opportunity here could not be clearer. — Sig Cornelius"

""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"

"Rather than engaging in a multi-year public battle – a process that will inevitably end with representatives chosen by common stock shareholders being elected to the Board at the Company’s contested 2028 annual meeting – we believe it would be far more constructive to work together now, add a shareholder representative immediately, and focus on maximizing the value of the Croatti family's life's work."

"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)."

"The cost of revenue for our movie theater and traditional outdoor billboard network increased 101% from $28.5 million in 2007 to $57.3 million in 2008. The increase is primarily attributable to...increased leasing costs associated with time we rent on movie theater screens as a result of an increase in the number of theaters we lease in our network from 10,930 in 2007 to 27,164 in 2008. — 2008 20-F"

""On behalf of all long-term owners of the Company, we encourage you not to expend resources on a proxy campaign designed to do little more than entrench Arconic's board and managers. Such a campaign, at best, will result in a needless waste of corporate resources. At worst, it will cause the Company to continue to underperform with its current managers." — First Pacific Advisors, February 6, 2017"

"If a superior transaction at fair value is not available within a short and defined time-frame, then we urge the Board to pursue our Value Optimisation Plan, which is designed to unlock: (a) Capricorn's intrinsic value of 315 pence per share in the near term; and (b) a further 85 pence per share over the medium term resulting in total value of up to 400 pence per share for Capricorn shareholders"

"The TICO Board and SC (i) confirmed that the offer price still "significantly deviates" from expectations and must factor in the risk of price fluctuations due to increasing share price of the stakes held by TICO in TMC, Aisin, Denso and Toyota Tsusho; and (ii) requested that Fudosan "substantially increase" the offer price to safeguard minority shareholder interests — TICO/SC Negotiation Record"

"Lead outside director William H. Cunningham, has been a board member for 22 years. Seven have served for more than a decade. In other words, they’ve remained in place, gripping their seats with what George Orwell referred to as “prehensile bottoms,” throughout the company’s period of declining customer service and during its scheduling disaster. — Michael Hiltzik, Los Angeles Times, January 2023"

"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. — Elliott Proposal 6. Elliott's lawsuit further exhibits its lack of transparency and preference for theatrics over engagement. — Phillips 66's April 24 Letter."

"MSCI pays fees to Royalty Pharma plc (NYSE: RPRX) for advice on science-based thematic ETFs while Morgan Stanley is a top shareholder of RPRX, CEO Fernandez is on RPRX's Board, and Fernandez's son is employed at RPRX. Morgan Stanley was also a lead underwriter in Royalty Pharma's IPO. These factors add to our concern about nepotism-like dealing between MSCI and Morgan Stanley related entities."

"Over the last several years, your Board and management team have taken strategic actions to transform SandRidge into the leading operator in the Mississippian Lime play of northern Oklahoma and western Kansas. These actions have established SandRidge as an industry leader in what is widely considered to be one of the most valuable oil-rich basins in the United States. — SandRidge Management"

"“The status quo is no longer acceptable! The Board must steer and oversee a review of the operating performance and hold management accountable for improvement. I welcome the opportunity to roll up my sleeves and work side-by-side with Phillips 66 employees to drive improvement - we need their collective knowledge and buy in to quickly turn the operating performance around.” — Brian Coffman"

"The status quo is no longer acceptable! The Board must steer and oversee a review of the operating performance and hold management accountable for improvement. I welcome the opportunity to roll up my sleeves and work side-by-side with Phillips 66 employees to drive improvement - we need their collective knowledge and buy in to quickly turn the operating performance around. — Brian Coffman"

"The Board believes that the business can conservatively support a debt to EBITDA ratio of 1x, while also providing significant flexibility to support Deckers' growth initiatives and seasonal working capital needs. — 10/26/17 press release; No, it's not an ongoing target... That doesn't necessarily mean we'll always maintain that 1x EBITDA. — Thomas George (CFO), 10/26/17 earnings call"

""The officers of the Corporation shall be elected by the Board of Directors and shall include a Chief Executive Officer, President, Chief Financial Officer, Treasurer and Secretary. The Board of Directors of the Corporation, in its discretion, may also elect a Chairman of the Board of Directors (who must be a director)..." — BlackRock, Bylaws, Article IV – Officers – 4.1 designation"

"“…We find many of your responses to the shareholders’ concerns to be misleading, self serving, and defensive…Given the inconsistencies in many of your recent communications, we expect that the shareholders would welcome Elliott’s nominees to the Board to ensure proper and timely execution and to avoid risk of backsliding.” — David H. Batchelder, Relational Investors LLC, March 2013"

"Therefore, we strongly urge the Company to table all major divestiture decisions – unless the Company is absolutely certain of both the strategic rationale and value-creation, on an after-tax and risk-adjusted basis, and polls its shareholders in this regard – until after shareholders have the opportunity to vote on the composition of the Board at the upcoming 2018 Annual Meeting."

"The officers of the Corporation shall be elected by the Board of Directors and shall include a Chief Executive Officer, President, Chief Financial Officer, Treasurer and Secretary. The Board of Directors of the Corporation, in its discretion, may also elect a Chairman of the Board of Directors (who must be a director)... — BlackRock, Bylaws, Article IV – Officers – 4.1 designation"