Callouts & quotes from 1,012+ activist slides

""The real competition based on everything I know of the Columbia Presbyterian data, and I know James Guarrera, who is the lead investigator for that, is LifePort... TransMedics did this hard sell, push down your throat approach to the surgical community... people who would say I’m using LifePort just because it’s not TransMedics." — Transplant surgeon, Director of a leading academic transplant center"

"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."

""[U]nification will reduce complexity and costs, provide greater strategic flexibility, enhance Brambles' position as a leading company on the ASX and eliminate the differential between the share prices of Brambles Industries Limited on the ASX and Brambles Industries plc...." — Don Argus while Chairman of Brambles (Jac Nasser was a Director of Brambles at that time), November 29, 2005"

""To this day, I don't believe in sequels. I can't follow popular cycles. I have to move on to new things—there are many new worlds to conquer." — Walt Disney, 1966 Letter to Shareholders; "I'd say we're leaning a little bit more into sequels and franchises... doing that, leaning on franchises that are familiar is actually a smart thing." — Robert A. Iger, CEO & Director, February 2024"

"In the prospectus, ANTA states that both Mr. Su Weiqing and Ms. Wang Shuying were “Independent Third Parties” and that “save for being the shareholders of our current and past distributors, ... Mr. Su Weiqing [and] Ms. Wang Shuying have no relationship with our Group, our Directors or senior management, our shareholders or their respective associates”. This statement is another lie."

""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"

"GlobalOnePay Inc was a named division and legal entity of Pivotal Payments Inc. and is still listed as “Active” according to Texas state filings with CEO Fayer as Director and President. We see from Texas legal filings that on April 5, 2016 it assumed the name of Fifth Manhattan, for which it is conducting business. The form was signed by a former legal counsel of Pivotal Payments."

"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"

"Elliott Associates, L.P. and Elliott International, L.P. (collectively, “Elliott”) request that the Board of Directors of the Company (the “Board”) grant an exemption under the Rights Agreement (the “Exemption”) from the Ownership Limit allowing for the acquisition or ownership of outstanding Common Shares by Elliott of up to 14.9% the outstanding Common Shares (the “Exemption”)."

""Success and succession are fundamentally different objectives for CEOs. Someone in Mr. Iger's seat has too many competing interests and conflicting incentives to handle both... the guy who gets you lost in the woods isn't the right guy to find your way out." — Charles Elson, Founding Director of the University of Delaware's Weinberg Center for Corporate Governance, December 2022"

"In a meeting dated on or around 16th February 1998 between inter alia Mr. Guido Ferrando, a Director of the 1st Plaintiff and Mr. Wilson Kam, a manager of the Defendant, the Defendant produced a schedule entitled "Freight Calculation for Gaoyao Project" setting out the amounts it claimed to owe to the 1st and/or 2nd Plaintiffs in respect of the transhipment. — Statement of Claim"

"“they might push you and say, well, I think this liver is fine, you should use it... they are pushy...they’re a pushy company...they will say ‘I think this liver is going to work...I think it’s usable...you should use it...it’s their medical director, Attia...they lose the money...so they try really hard not to lose organs.” — Transplant surgeon at a high-volume academic center"

""A number of people in our process actually advised that we not increase our bid significantly, that we move up in smaller increments, and I came up with the idea of bidding significantly higher because I thought it was the best way to cause Comcast to fold its tent, to ultimately cease bidding." — Robert A. Iger, CEO & Director, MasterClass on Business Strategy and Leadership"

"Yes, actually, before our acquisition of Elesys, their profitability was like average of automotive components business as you may know. And since then, we have been improving their profitability at least twice, in some cases, 3x before the acquisition. So that's the contribution from Elesys. — Masuo Yoshimatsu, Chief Financial Officer, First Senior Vice President and Director"

""From day one we've put our employees first, recognizing that happy employees lead to better business results," he said. Davis pointed out that, unlike any other outsourcing company with skyrocketing turnover rates – the industry average is approximately 150% – TaskUs has a 30% annual attrition rate, which leads to consistency for its clients." — Aaron Davis, TaskUs Director"

""The board should exercise objective judgement on corporate affairs and be able to make decisions independently of management. The roles of chairperson and CEO should not be held by the same individual." — NBIM; "We generally support proposals requesting the separation of the CEO and chair roles." — CalPERS; "The board should be chaired by an independent director." — CalSTRS"

"A number of people in our process actually advised that we not increase our bid significantly, that we move up in smaller increments, and I came up with the idea of bidding significantly higher because I thought it was the best way to cause Comcast to fold its tent, to ultimately cease bidding. — Robert A. Iger, CEO & Director, MasterClass on Business Strategy and Leadership"

"The other three members of Intuit's Audit Committee also raise eyebrows. While we don't question the accomplishments of Directors Burton, Dalzell, and Yuan in their respective fields (legal, technology, and engineering), we do believe Intuit's Audit Committee could be strengthened by the addition of executives with more extensive auditing and financial management expertise."

"“too many inexperienced directors” — Former Chair Brian Derksen. “too many unengaged directors” — Former Chair Brian Derksen. “[Plantro/OneMove] use their nominating rights to nominate better director candidates [than Ronnie Wahi and Ted Prittie]. Today neither nominated directors have appropriate public board experience or level of engagement” — Former Chair Brian Derksen."

"“With the Lasertec system, the reliability is very difficult to work with...the reliability is bad. So, they don’t meet the high 90%’s reliability at all. That’s the general thing that I hear that I can share overall. It matters. People spend lots of money based on what’s going to make their production work.” — Ex-KLA director of engineering focused on EUV mask inspection"

"The original statement made in the prospectus that “save for their role as distributors… Mr. Su Weiqing or Ms. Wang Shuying having no relationship with our Group, our Directors or senior management, our shareholders or their respective associates aside from being a distributor” is clearly contradicted by representations to the media and the information in the SAIC files."

"“if I were Waleed’s people, I’d be selling stock like mad” – “I think they know damn well” that they’re in trouble. Another surgeon: “they’re sort of riding a wave right now...the stock is way over-priced and that thing is going to fall because once these devices come in and NRP catches on, people will see....” — Prominent surgeon, director of a leading transplant center"

"MSCI's Director Catherine Kinney has been involved with SolarWinds (NYSE: SWI) since its IPO. She served as the Chair of the Nominating and Governance Committee which was responsible for firm-wide risk management and was also a member of the Audit Committee. Spruce Point finds it alarming that the SEC recently charged SolarWinds with fraud for internal control failures."

""Elliott has made false claims and mischaracterized an ordinary course agreement [with Oak Hill] in a deliberate attempt to divert attention away from what is really at stake in this proxy contest: who are the best qualified director nominees to oversee the execution of the Company's strategy to enhance shareholder value." — Arconic Letter to Shareholders, April 5, 2017"

"“The LifePort study is a really good example. These are centers; some were in the TransMedics trial, but they clearly jumped ship to be involved with LifePort...that’s the device that a lot of really big names in the field in liver really think is going to be very, very competitive with TransMedics” — Transplant surgeon, Director of a leading academic transplant center"

""As the SEC's order finds, by making misleading statements about order management practices, VMware deprived investors of important information about its financial performance," said Mark Cave, Associate Director in the Division of Enforcement. "Such conduct is incompatible with an issuer's disclosure obligations under the federal securities laws." — SEC Press Release"

"I don't like Waleed or a lot of their upper management...he's doing the fake it 'til you make it thing...this goes to show you what a fuck-face he is...he's so disingenuous... their company, from a corporate culture point of view, is dishonest, to be blunt, and I think their claims are exaggerated. — Prominent surgeon, Director of a leading academic transplant center"

"Avery talks up its stock ownership policy that requires Directors and management to own minimum amounts of stock. However, what it doesn't say is that AVY insiders own just 1.1% of the total shares, and their overall ownership has declined materially in the past few years as we believe the business has become less competitive and under greater financial pressures."

""Central Transport International Selects Manhattan Associates' Carrier Management Solution; Carrier to Gain Savings and Efficiencies" "We looked at similar products, but chose Manhattan Associates' solution because it is the only solution geared toward the LTL marketplace," said Phillip Van Trump, director of business continuity. — Business Wire (October 17, 2005)"

"“How did you know about the 1200 [audits performed for the ten customer rule]?” “I asked.” “Who did you ask?” “Julie Delaney... She works for Jenny [Heinrich]... She’s director or senior director. She’s been in the refunds and repurchase area, and I think she might have responsibility for the audits.” — Deposition of Jacqueline Miller in Herbalife v. Ford (2009)"

"“it's not like we have a slew of organs in California, Oregon, Hawaii that are getting transplanted here, for sure” — Transplant hepatologist and director of a Midwest academic center. “for practical purposes, it's pretty unusual I would get an organ from that far away.” — Transplant surgeon and transplant program director at a leading Northeast academic center."

"Spruce Point has identified many red flags as it relates to Aerojet’s meteoric share price appreciation since 2017. Its significant EBITDAP growth without corresponding cash flow growth should be evaluated relative to recent executive and director departures, along with heavy insider selling, a civil DOJ inquiry, and disclosure of federal and state tax audits."

"Stepping into the asymptomatic market and asking for, what, $250, what you said, or $500 or $750, I think this would be impossible. If you just say, it's like this, okay, we want to put, let's say, 12 million Zios, everybody will say, okay, forget it...As much as it sounds great for the company, but it's not realistic. — Director at Philips Healthcare, 6/27/24"

""I said to another CEO...who had called me and inquired about Nelson, that if I were to form the board today, Nelson would be one of the first Directors I'd ask to serve because he is an insightful, communicative, enthusiastic, energetic and available Director." — Bill Johnson (CEO from 1998-2013, Trian Advisory Partner Since 2015), CEO Magazine, March 2008"

"Nepotism, Cronyism, Incestuous...you'll find whole families working here- Mom, Dad, Son etc., BEWARE! ... Many of the Directors and Senior Leadership are incompetent but have "connections" so despite their ineptness they somehow manage to maintain leadership positions and some of their husbands or ex-husband works there too! — Anonymous Employee (Glassdoor)"

"Warning: From the earliest time of inception in 1986, the entity described as a "Joint Venture / Partnership Manufacturing" has listed as its Officers and Directors all of CHD’s key executives at the time including its CEO, CFO, Treasurer, and General Counsel. If this is truly a 50/50 joint venture as CHD describes, why is Occidental not represented here."

"The Internal Audit team as directed by and under the supervision of the Audit Committee of the Board of Directors (the "Audit Committee") uncovered no evidence that supports the allegations mentioned. The Audit Committee has reviewed the result of the investigation and concurred with the conclusion that the allegations were baseless. — TAL Education Group"

"“Oh yeah, yeah, yeah. I’m frustrated currently. I’m at a different company now. Sometimes, we have to contract out gene synthesis with Twist. And they’re delayed a few months, a couple of months. Definitely, we were frustrated, so we just walked away and worked with other companies. Also competition is building up.” — Former Twist employee, director-level"

"Once again, we urge Glencore’s Board of Directors to take all the necessary steps to (1) separate the thermal coal business, in order to accelerate Glencore’s repositioning as a leading pure player in metals, which are at the very core of the green economy transition, and (2) undertake a review of the strategic options for Glencore’s holding in Viterra."

"With respect, one of the responsibilities of the Senior Independent Director at BP is to “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”, which we believe perfectly describes the current state of the dialogue between Bluebell Capital Partners and BP."

"“...And for the overall business planning, we have our own team, in-house team for the e-commerce. In terms of the management of all the other aspects, we also continuously to consolidate. We believe in the e-commerce, in the future, it's going to be at least about 20%, 30% of the total revenue.” — Jie Zheng, ANTA Executive Director & Brand President"

"“You are absolutely right. You are right. There are two separate steps: gene synthesis, and once you synthesize the gene, Twist is not the cheapest one because their cost is much higher than, say, GenScript, for whom most of their products are generated in China, and their labor cost and everything is cheaper.” — Former Twist employee, director-level"

"Notwithstanding that Vivendi nominees Anna Jones and Camilla Antonini declared their independence in the candidacy papers, it is our opinion that such independence is doubtful, since they both resigned from their former position in the board — together with other directors — to accomplish what Elliott believes to be a pro-Vivendi oriented outcome."

"the Small Business Administration Policy is far more applicable to the portfolio of a Business Development Company than the valuation guidance set forth by the SEC. — Allied Capital; the appropriate standard is, ‘what can you get for it today?’ — Douglas Scheidt, Associate Director and Chief Counsel in the SEC's Division of Investment Management"

"“I don't know anybody in cardiac transplant as opposed to liver that are using a TransMedics-hired surgeon...the NOP market, the soup-to-nuts offering, is useless for cardiac because I don't know many cardiac surgeons that would ever trust anybody except their own surgeons.” — Prominent surgeon, Director of leading academic transplant center"

"Heska Chairman Scott Humphrey's biography says he is a retired executive. It fails to disclose he is a Senior Advisor for a Canadian M&A called advisory firm called Clariti Advisors and a U.S. advisory firm called Sun Acquisitions, creating the potential for future conflicts of interest, as well as a director of two other private companies."

"We believe the Board's actions and preference for the status quo make it clear that the Board needs direct representation for common stockholders and new independent directors who will bring fresh perspectives, true independence, and a renewed sense of accountability to the Company, while putting the interests of common stockholders first."

"Lead Independent Director and Nominating and Corporate Governance Committee Chair Sean Aggarwal and Nominating and Corporate Governance Committee member Betsey Stevenson have overseen negative total returns during their tenures, lack financial sophistication based on their track records at Lyft, and support the dual-class share structure."

""Well, I can give you the marketing answer or I can give you the clinical answer. The marketing answer is they are all very different and unique. Yes. The real clinical answer is there is no difference, none whatsoever, especially in terms of the diagnostic yield, so sensitivity and specificity." — Director at Philips Healthcare, 6/27/24"

"For the year ended December 31, 2021, approximately 3% of our TPV was processed by collection agents that are owned either by our employees or certain of our directors, and in 2020, approximately 5% of our TPV was processed by collection agents that are owned either by our employees or certain of our directors. — Dlocal, 2021 20-F, p. 29"

"“...I feel great about where we are with the studio. Let's not lose sight of the fact that in the last year, the studio had some real success, not to suggest that we didn't have some films that were not successful that we were really disappointed in, but we also had some great success too.” — Robert A. Iger, CEO & Director, January 2024"

"Moreover, we find that the compensation provided by Elliott to their nominees is consistent and comparable to that of the company's continuing directors; specifically, continuing directors have similar upside potential on historical share grants received during their tenure as directors. — David H. Batchelder, Relational Investors LLC"

"“…I feel great about where we are with the studio. Let’s not lose sight of the fact that in the last year, the studio had some real success, not to suggest that we didn’t have some films that were not successful that we were really disappointed in, but we also had some great success too.” — Robert A. Iger, CEO & Director, January 2024"

"Henry Fernandez, our lead independent director, is a director and Chairman of the Board of MSCI. In April 2021, we entered into a cooperation agreement with MSCI, pursuant to which we will assist MSCI in MSCI's construction of life sciences index products in exchange for a share of MSCI's revenues from those products. — Royalty Pharma"

"The Board of Directors concluded that none of these candidates possess the relevant board and management experience, expertise and engagement expected of the Company's Outside Directors, and that these candidates would not contribute to the effectiveness of the Board and the enhancement of the corporate value. — Kao Board of Directors"

""We are pleased to have Trian as a significant shareholder. Nelson and Ed have an impressive track record as long-term investors, and their prior experience in asset management gives them a deep understanding of the significant growth opportunities of this industry." — G. Richard Wagoner, Chair of the Invesco Ltd. Board of Directors"

"Peter joined Marvell at a critical time for the Company and drove crucial changes that were needed to get the company back on track. His insights and influence as a director have catalyzed the changes that have transformed Marvell into a healthy, well-functioning company with strong financial results. — Matt Murphy, CEO of Marvell"

"“The lead independent director facilitates discussion among independent directors on key issues and concerns outside of full board meetings, including contributing to the oversight of CEO and management succession planning” — BlackRock Investment Stewardship, Proxy voting guidelines for U.S. securities Effective as of January 2024"

""The lead independent director facilitates discussion among independent directors on key issues and concerns outside of full board meetings, including contributing to the oversight of CEO and management succession planning" — BlackRock Investment Stewardship, Proxy voting guidelines for U.S. securities Effective as of January 2024"