Callouts & quotes from 486+ activist slides

"Glass Lewis believes that separating the roles of CEO (or, more rarely, another executive position) and Chair creates a better governance structure than a combined CEO/Chair position. — Glass Lewis 2024 Benchmark Policy Guidelines"

""The best measure to judge a company's performance over time is growth of free cash flow per share, and we believe that's what drives long-term value for our owners." — Rich Templeton, Chairman and former CEO of Texas Instruments."

"Glass Lewis believes that separating the roles of CEO (or, more rarely, another executive position) and Chair creates a better governance structure than a combined CEO/Chair position. — Glass Lewis 2024 Benchmark Policy Guidelines"

"Colin Whitehouse is listed as the Chairman of CSC. However, Mr. Whitehouse’s LinkedIn page indicates that Mr. Whitehouse is a non-executive chairman of CSC and that he apparently does not even work at the joint venture full-time."

"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."

"Spruce Point finds it highly unusual that all its executive officers serve at the discretion of the Board except the Financial Controller and Chief Accounting Officer, who serves at the discretion of Chairman and CEO Farrell."

"Enfusion's Audit Chairman was the Chief Accounting Officer and Controller at General Electric when the SEC slammed it with a $200 million penalty for misleading investors related to costs, receivables and financial estimates."

"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."

"Mr. Peltz has more than 40 years of business and investment experience, has served for over 20 years as the chairman and chief executive officer of public companies and has served on more than a dozen public company boards."

"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."

"Mr. Kasich would be a valuable addition to the Board given his time serving as the 69th Governor of Ohio and as a member of Congress from central Ohio for 18 years where he was also Chairman of the House Budget Committee."

"Chairman & CEO Jason Jiang, board member & venture capital star Neil Shen, and close business associate of Mr. Jiang & venture capital star Xiong Xiangdong were among the selling shareholders of Allyes at the rich price."

"After two years as CEO, Dr. Kleinfeld re-combined the Chairman and CEO positions. Since then, Dr. Kleinfeld has held both positions. But a lead independent director can be just as good as an independent chairman, right?"

"How can Lawrence Kurzius be expected to handle his new responsibilities as Chair and “drive sustainable growth and long-term value for shareholders” when his predecessor sits in the same boardroom? — Ancora Alternatives"

"In the course of our investigation, we frequently encountered Mr. Lin Sankuang’s name associated with a variety of ANTA controlled distributors, and were subsequently informed that he is a cousin (表弟) of the Chairman."

"“...The key to [profitable growth] will be [that] we will be able to live within our means and deliver, I think, very attractive financial returns on a going forward basis as I said.” — John Hess, Chairman & CEO Hess"

"His position, holding just a tiny stake in Fujian Ruidong, is in keeping with the management model described in Part I, wherein Chairman Ding is able to oversee and therefore exert control by use of a trusted proxy."

"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."

"Our nominees will ask the right questions in the boardroom that we believe are not currently being asked due to the many interrelationships between the current Board members and AOL's Chairman and CEO Tim Armstrong."

"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"

"“Companies pushing anti-Texas policies and woke indoctrination have no place in Texas public education, whether in the classroom or as investments in Texas Permanent School Fund” — Tom Maynard, Chair, Texas PSF."

"I'd like to have an explanation as to how you, as chairman of Telecom Italia and Olivetti, can justify a move like this that destroys so much value for Telecom Italia — Mark Levine, New York Times, 13 March 2003"

"“Companies pushing anti-Texas policies and woke indoctrination have no place in Texas public education, whether in the classroom or as investments in Texas Permanent School Fund” — Tom Maynard, Chair, Texas PSF."

"One of the few notable exclusions from MacLellan’s bio is his position as Chair of the Audit Committee at AXM Pharma during a time when events occurred that the SEC characterized as “financial reporting fraud”."

"We believe Ms. Penrose's disappointing record as Chair of the SCR Committee and lack of relevant animal welfare, supply chain and labor practices expertise warrant her removal from the Board and SCR Committee."

"[Jay] has been a valued colleague and friend, as well as a vital contributor to Disney's success, particularly in his roles as chief financial officer and chairman of our Parks and Resorts division. — Bob Iger"

"“We’re concerned that HMA is potentially selling itself short on its CEO search, as we’ve heard from many talented executives few would consider the job with a heavy-handed chairman.” — RW Baird, June 12, 2013"

"“I think if Muddy Waters analyzes our data seriously, there is a high probability that I think Muddy Waters will not be so stupid. The level and IQ of the people in Muddy Waters is quite high.” — Chairman Chen"

"We believe Ms. Penrose’s disappointing record as Chair of the SCR Committee and lack of relevant animal welfare, supply chain and labor practices expertise warrant her removal from the Board and SCR Committee"

"Land & Buildings urges its fellow shareholders to WITHHOLD on CEO and Chairman Mr. Chad Williams and Chair of the Compensation Committee Mr. William Grabe at the QTS Realty Trust May 3, 2018 Annual Meeting."

"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."

"When Nuvei acquired SafeCharge in 2019, by far its largest acquisition for approximately $900 million - which we will explore later in this report - it was blessed by SafeCharge's Chairman Roger Withers."

"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."

"The license plate numbers the Chairman provided are fabricated. Two of the plates – A65072 and A65075 – were issued for small passenger cars (a Santana and a Zheng Tian pickup truck), and not for buses."

"This new Board composition has resulted in the same type of consolidation of power under the new Chairman, Richard Hill, that became problematic under the leadership of former Chairman, Robert Boehlke."

"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."

"Spruce Point believes the bear case against FND is validated from recent disclosures by the CEO, General Counsel and Chairman of the Board, all of whom recently enacted insider stock selling programs."

"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"

"Given that the Fitch Group’s chairman has sat on Casino’s board since 2003, and that Mr. Naouri is on the board of the controlling shareholder of Fitch, how is it appropriate that Fitch rates Casino?"

"We find it incomprehensible that the dismal operating and financial performance that occurred under Mr. Poling's leadership would warrant a decision by the Board to appoint him as Executive Chairman."

"Muddy Waters caught DGW red handed (and hopefully red faced, but we doubt that Chairman Guo really cares). It replaced the genuine 2009 audit report in its SAIC file with a forged 2009 audit report."

"Given her involvement in a prior breakdown of financial governance, her appointment as Limbach's audit chair raises questions about whether similar lapses in judgment or oversight could occur again."

""This settlement will require Herbalife to fundamentally restructure its business so that participants are rewarded for what they sell, not how many people they recruit," — FTC Chairwoman Ramirez."

"FND's Audit Chairman William Giles has a previous history of mistakes with supply chain finance programs. While CFO and Chief Accounting Officer at Linens 'N Things, the company restated results."

"The most obvious problem in this table is that Chairman Liu told us categorically that ONP has no finished goods inventory because customers pick up finished product as it comes off of the lines."

"To prevent further value destruction, Ancora urges shareholders to vote “AGAINST” Board Chair George S. Mayes, Jr., Director Javier Polit and Director Laurie A. Tucker at the 2025 Annual Meeting"

"CEO and Chairman Mark Lashier’s consolidation of power has harmed Phillips 66 (NYSE: PSX). Combining these two roles can weaken corporate oversight and goes against governance best practices."

"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."

"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."

"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."

"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")."

"“be available to address shareholders’ concerns which have failed to be resolved by the chair, CEO or CFO or for which such contact is inappropriate” — BP Corporate Governance Document"

"Affirming that the appointment of the Chair is discretionary - as BlackRock does in its Bylaws - ultimately implies considering the effective functioning of the Board as discretionary"

"John Tartol, Chairman’s Club member and an Herbalife director, stated in an Herbalife newsletter that Distributors today could make it to the President’s Team in less than three years"

"Affirming that the appointment of the Chair is discretionary - as BlackRock does in its Bylaws - ultimately implies considering the effective functioning of the Board as discretionary"

"“...our conventional portfolio generate[s] the cash needed to fund the unconventional growth that we have in the Bakken and the Utica.” — John Hess, Chairman & CEO Hess, January 2013"

"Robert Spoerry, non-Executive Chairman, who owns, directly or indirectly, 362,720 shares, has stated that in the context of estate planning, he intends to sell up to 125,000 shares."

"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."