Callouts & quotes from 2,037+ activist slides

"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”)."

"Fun place, poor leadership, male dominated... There's a mold- white men and young women. Lacks diversity in tight and leadership. Unsupportive over the pandemic in various ways... Advice to Management: Rob and the leadership team lack empathy and diversity - which is oh so needed especially during a pandemic. Get on board mentality or else. — Glassdoor Review (January 14, 2022)"

"“...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 (Alex Sherman, September 6, 2023)"

""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"

"at the time the 2012 profit plan was established, the compensation committee believed that it was challenging;" or the Board's belief that its "executive compensation programs are founded on the belief that there should be a substantial and meaningful connection between the compensation of our named executive officers and the amount and quality of our earnings" — HMA's Proxy"

"It is the Board's job to “Establish the appropriate ‘tone at the top’ to actively cultivate a corporate culture that gives high priority to ethical standards, principles of fair dealing, professionalism, integrity, full compliance with legal requirements, ethically sound strategic goals and long-term sustainable value creation.” — Martin Lipton, Wachtell Lipton Rosen & Katz"

"“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."

"“Trian does not intend this election to be a referendum on separating the businesses, but rather a referendum on DuPont's performance. If elected to the Board, the Trian nominees will seek to work collaboratively with the other Board members to determine whether value can be optimized in the current structure or through a separation” — Trian Press Release, January 8, 2015"

"Fun place, poor leadership, male dominated... There’s a mold- white men and young women. Lacks diversity in tight and leadership. Unsupportive over the pandemic in various ways... Advice to Management: Rob and the leadership team lack empathy and diversity - which is oh so needed especially during a pandemic. Get on board mentality or else. — Glassdoor (January 14, 2022)"

"We hereby inform you that Bluebell Capital is prepared to withdraw our proposal to amend the Bylaws (Item 6), subject to the following condition: BlackRock must irrevocably commit to adopting a policy – to be effective from BlackRock’s AGM 2025 - that mandates an independent Board Chair, with an announcement to be made to the market by April 15, 2024 to disclose it."

"We hereby inform you that Bluebell Capital is prepared to withdraw our proposal to amend the Bylaws (Item 6), subject to the following condition: BlackRock must irrevocably commit to adopting a policy – to be effective from BlackRock’s AGM 2025 - that mandates an independent Board Chair, with an announcement to be made to the market by April 15, 2024 to disclose it."

"“Against Engine’s ‘advice’ to not attempt a debt refinancing, and its hyperbolic posturing, the Company refinanced its debt on more favourable terms that materially reduced its debt service cashflows, staggered and extended its maturities, and saved the Company approximately CAD $20 million annualized in net interest costs.” — Dye & Durham Board (September 25, 2024)"

"Simply put we lost focus. We lost focus strategically. We had too many initiatives that made the company unnecessarily complex... We lost focus within our products and brands... Lastly we lost focus in process and execution... And finally we didn't have a culture of accountability which led to poor execution. — Campbell Board member & interim CEO Keith McLoughlin"

"“Managing forests, wood processing, the production of wood products and wood chemical products, and establishing a production facility with an annual production capacity of 50,000 m³ of Micro Density Fiber Board (MDF), managing a base of 120,000 mu (8,000 ha) of which the forest annual utilization would be 8,000 m³.” — Leizhou WFOE Amended Articles of Association"

"Earnings misses & downgrades, improptu management changes, auditor concerns, quality concerns, increasingly competitive markets, and Kibbutz board backstabbing activism are apparently obscure concepts to Stifel, who simply provide a hindsight note after a major share price fall, then upgrade a few weeks later, all on the back of an obscure EV/EBITDA multiple."

""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"

"“The question that we're getting a lot from investors is how to think about EPS growth and should EPS growth just follow and marry revenue growth, or is there opportunity and would management and the Board come off their 19% and 20% margin range or even perhaps get more aggressive on share repurchases or get more aggressive on M&A.” — Oppenheimer, Aug. 2016"

"In Q2, I briefly discuss the increase in account receivable as a result of our strong revenue growth. We saw the impact of strong revenue growth on receivables again in Q3 as AR increased by $29.7 million from Q2 of 2021. We are implementing a new order to cash process as we onboard, new clients and expect to reduce our DSO in 2022. — CFO on Q3'21 Conf Call"

"I would say, you know, do you want more of the same or do you want to sustainably re-rate this company? Is this company and is the stock price over the long-term going to be higher or lower with our nominees in that boardroom, instilling accountability, engaging in the necessary oversight? Are you going to make more money with those nominees or less? — John"

"“Pitolisant is mostly metabolized by CYP450 2D6 and the metabolic phenotype of this enzyme varies widely across individuals (ultra-low, normal, high and ultra-high metabolizers)... the potential for changes in pitolisant levels and associated cardiovascular complications are downplayed across the board.” — Pharmacology consultant engaged by Scorpion Capital"

"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"

"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."

"“Effective 2023, Parkland’s Board has adopted a 10-year term limit for its Board, excluding executive Board members. Notwithstanding the foregoing, the Board Chair may stand for re-election outside of the 10-year limit in order to ensure that appropriate succession is in place and to ensure an orderly transition.” — Parkland’s 2023 Information Circular."

"We supported Mr. Pease’s appointment to the Board, in part because we were encouraged by his outlook on corporate governance. For example, during the interview process with us, Mr. Pease shared the very clear and widely held view that having a CEO also serve as Board Chair was detrimental to a company in need of change. — Elliott Investment Management"

"Elliott Investment Management has won support from a prominent Phillips 66 investor for its campaign to replace some of the oil refiner's board members. Gregory Goff said...that Phillips 66's pursuit of midstream assets alongside its refining business has failed to deliver shareholder value relative to more streamlined peers. — The Wall Street Journal"

"Our manufacturing capabilities in Brazil consist of receiving unmounted ICs in wafer form from third-party wafer fabs, preparing and packaging the ICs into semiconductor components, testing the components, and in some cases placing these components on substrates or printed circuit boards to make modules or multi-chip packages. — SGH 2018 SEC Form 10-K"

"While DuPont may portray Trian’s involvement as intrusive, history suggests the result is enhanced performance and long-lasting, collaborative relationships with management and other board members; perhaps best evidenced by Trian’s continuing relationships with Bill Johnson, Arthur Winkleblack and Dennis Reilley (Heinz) and Dennis Kass (Legg Mason)"

"While DuPont may portray Trian’s involvement as intrusive, history suggests the result is enhanced performance and long-lasting, collaborative relationships with management and other board members; perhaps best evidenced by Trian’s continuing relationships with Bill Johnson, Arthur Winkleblack and Dennis Reilley (Heinz) and Dennis Kass (Legg Mason)"

"While DuPont may portray Trian’s involvement as intrusive, history suggests the result is enhanced performance and long-lasting, collaborative relationships with management and other board members; perhaps best evidenced by Trian’s continuing relationships with Bill Johnson, Arthur Winkleblack and Dennis Reilley (Heinz) and Dennis Kass (Legg Mason)"

"While DuPont may portray Trian’s involvement as intrusive, history suggests the result is enhanced performance and long-lasting, collaborative relationships with management and other board members; perhaps best evidenced by Trian’s continuing relationships with Bill Johnson, Arthur Winkleblack and Dennis Reilley (Heinz) and Dennis Kass (Legg Mason)"

"While DuPont may portray Trian’s involvement as intrusive, history suggests the result is enhanced performance and long-lasting, collaborative relationships with management and other board members; perhaps best evidenced by Trian’s continuing relationships with Bill Johnson, Arthur Winkleblack and Dennis Reilley (Heinz) and Dennis Kass (Legg Mason)"

"While DuPont may portray Trian’s involvement as intrusive, history suggests the result is enhanced performance and long-lasting, collaborative relationships with management and other board members; perhaps best evidenced by Trian’s continuing relationships with Bill Johnson, Arthur Winkleblack and Dennis Reilley (Heinz) and Dennis Kass (Legg Mason)"

"“If we want investors to believe in the Phillips 66 story and have confidence in the Company as a best-in-class operator – this confidence starts with the Board and Management setting and meeting clear performance objectives. Investors are fed up with the lack of accountability and oversight from the current Board and Management.” — Stacy Nieuwoudt"

"The need to plan the succession of Mr. Fink, considering potential internal and external candidates and avoiding the risk that the succession process becomes a direct appointment by Mr. Fink of his most trusted lieutenant, makes it extremely urgent to reinstate strong independent oversight within the Board, by separating the roles of Chair and CEO"

"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 need to plan the succession of Mr. Fink, considering potential internal and external candidates and avoiding the risk that the succession process becomes a direct appointment by Mr. Fink of his most trusted lieutenant, makes it extremely urgent to reinstate strong independent oversight within the Board, by separating the roles of Chair and CEO"

"CLEAR showed off all the data that it collected on customers who enter stadiums, with the title “Identity Dashboard — Valuable Marketing Data.” That data includes favorite foods and beverages at sports stadiums, when they arrive at games, what kind of credit card they have, whom they attend games with, and how often they fly first class. — OneZero"

"If we want investors to believe in the Phillips 66 story and have confidence in the Company as a best-in-class operator – this confidence starts with the Board and Management setting and meeting clear performance objectives. Investors are fed up with the lack of accountability and oversight from the current Board and Management. — Stacy Nieuwoudt"

"“We believe that an effective and well-functioning board that has appropriate governance structures to facilitate oversight of a company's management and strategic initiatives is critical to the long-term financial success of a company and the protection of shareholders' economic interests” — BlackRock Proxy Voting Guidelines for US securities"

"“...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"

"We believe that an effective and well-functioning board that has appropriate governance structures to facilitate oversight of a company's management and strategic initiatives is critical to the long-term financial success of a company and the protection of shareholders' economic interests — BlackRock Proxy Voting Guidelines for US securities"

"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."

"Electing new management nominees is itself likely to be seen as a vote for the old order; electing dissident nominees, if they carry meaningful credentials and experience, sends a far stronger signal to the incumbent board, and is thus more likely to effect change. — ISS Proxy Advisory Services, Barnes & Noble Proxy Contest, September 2010"

"“made material misstatements and omissions to key stakeholders, such as the Board, the Company's external auditors, and the Securities and Exchange Commission ("SEC")” and that “At one point, Mr. Petit falsely testified under oath during a deposition when discussing the Company's largest distributor”. — MiMedx Audit Committee investigation"

"Spruce Point has serious concerns with Mr. Starrett who joined the Board of Pacific Sunwear of California, Inc. (Nasdaq: PSUN) in 2003. In February 2005, the company issued a non-reliance warning on its financials and restated results after determining that its accounting practices related to leases and landlord incentives were incorrect."

"It is telling that the Investment Agreement also generally prohibits the KKR Investors from transferring their shares to any “Activist Shareholder” (as defined in the Investment Agreement and which includes, by that definition, Starboard), further demonstrating that the Investment Agreement is nothing more than an entrenchment mechanism."

"Management's decision to ignore shareholder concerns and go forth with an undervalued sale of Red Lobster as opposed to waiting for operations to improve or entertain monetization without fully disposing the brand during a depressed earning's period will likely result in meaningful changes at the board level and among senior management."

"[...] the Board regularly reviews its leadership structure and considers this to be a key component of fulfilling its fiduciary duties to our shareholders. Importantly, the Board has chosen to maintain flexibility in its leadership structure and has not mandated the separation of the Chairman and CEO roles — BlackRock Proxy Filing 2024"

"“The proposed spin-off of Aabaco Holdings, Inc. ("Aabaco Holdings") is not Yahoo's best alternative. Instead, you should be exploring a sale of Yahoo's core Search and Display advertising businesses ("Core Business") and leave Yahoo's ownership stakes in Alibaba Group and Yahoo Japan in the existing corporate entity.” — Starboard Value"

"[...] the Board regularly reviews its leadership structure and considers this to be a key component of fulfilling its fiduciary duties to our shareholders. Importantly, the Board has chosen to maintain flexibility in its leadership structure and has not mandated the separation of the Chairman and CEO roles — BlackRock Proxy Filing 2024"

"Given what we believe to be management and the Board's history of questionable decision making, how can shareholders trust the Company to rush this critical decision when management repeatedly refuses to share one of the most important assumption affecting the value that shareholders should expect to receive in a Red Lobster spin-off?"

"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"

"What makes WTRG’s Board believe that the CEO of Lancaster Colony (a food company) is an “Audit Committee Financial Expert”? Examining his work experience dating back to 2002 shows that he held predominately food marketing roles and we find no evidence he has served on any other public company audit committee before this current role."

""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"

"If Arconic's board is so ‘uniquely positioned’ to steer the company in the right direction, why did it wait until after Elliott raised some of these issues to do something about them? Alcoa seems to have found the time to improve its corporate governance following the split in November. — Brooke Sutherland, Bloomberg, March 6, 2017"

"“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"

"We have selected candidates who have directly relevant experience and skill sets in areas that we believe would be of substantial value to the Board, including expertise in dollar store and broader retail operations, integration and restructuring, mergers and acquisitions, strategic transformation, and public company governance."

""Agrium's Board has, in our view, done little to ensure that shareowners in the company have the information they need to make informed decisions" — Credit Agricole / CLSA, 11/5/12; "Agrium's EBITDA targets can be met with acquisitions at any price at all, with no reference to return on capital" — Credit Agricole / CLSA, 11/5/12"