Callouts & quotes from 1,012+ activist slides

"“And I’m not sure another studio will ever achieve some of the numbers that we achieved. I mean, we got to the point where if a film didn’t do a billion dollars in global box office, we were disappointed…That’s an unbelievably high standard and I think we have to get more realistic.” — Robert A. Iger, CEO & Director, November 2023"

"Under the new M&A guidelines, the special committee could choose its own separate independent financial advisor to come up with unbiased valuation opinions if the committee is concerned about the independence of the target company's financial advisor, according to Shinpei Ochi, deputy director of Meti's corporate system division."

"Agriculture is DuPont's most important business, representing ~40% of total segment revenue and ~47% of total segment PTOI excluding Performance Chemicals... It concerns us that Agriculture seemingly borrowed from 2014 to make DuPont's overall 2013 numbers. — Trian letter to DuPont's lead director, Alexander Cutler dated 2/10/14"

"“... Our clients have never asked us for hyper-local advertising, and we don’t see a need with a national product. Patch may be able to get some traction through AOL, but it’s really all about the reach and getting your brand out there. I don’t see this changing in the future....” — Senior advertising agency director, March 2012"

""The merger also will allow the combined firm to issue shares to pursue potential acquisition targets. Having a single stock to make acquisitions is a ‘tool we didn’t have before....'" — BHP Director Malcolm Brinded when Royal Dutch Shell unified its DLC structure in June 2005 (while Brinded was a director at Royal Dutch Shell)"

"The mere existence of this Committee: threatens to represent an unwelcome influence on the Board of Director committees; threatens to diminish the role of the Board of Directors; threatens to diminish the role of the Lead Independent Director; raises serious questions about the true independency of the “Independent Directors”."

"The mere existence of this Committee: threatens to represent an unwelcome influence on the Board of Director committees; threatens to diminish the role of the Board of Directors; threatens to diminish the role of the Lead Independent Director; raises serious questions about the true independency of the "Independent Directors"."

""It took me two months to get a call with IR, much less an independent director" — Foreign Buyside Analyst; "They need to do more to promote diversity... The current situation is not at global levels... (and) it would be good to see the benefits of diversity and inclusion reflected in the top line" — Domestic Sellside analyst"

"“Yes...on #OTC. Uplisting soon.” — Director Batstone; “We are planning on uplisting in the next three months. We have a lot of people circling the wagons, I should say, to give us money. We are looking for the right money now, at this point in time. We already have the money to uplist. We want to get bigger.” — CEO Doug Cole"

"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.”"

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

"As of the 2024 AGM, Misao Kikuchi has 9 public board mandates. By common investor and proxy advisor standards, this constitutes severe overboarding. As well as Keisei, these include: (1) OLC (Outside Director), (2) Keiyo Gas (Exec Chair), (3) Powdertech (Exec Chair), and (4) K & O Energy Group (Outside Director). — Note"

"“As a board member Nelson is about the numbers, about the data and how to make operating performance better, faster. He was collegial and open minded. He was focused on the best path to increase long term value.” — Candace Kendle, Former Co-Founder and CEO, Kendle International, and former Director of H.J. Heinz Company"

"The directors of [Superb Summit] are solely responsible for the preparation of the Discounted Future Cash Flows with the Valuation which the directors have adopted the Valuation prepared by the Valuer with those bases and assumptions stated in the Valuation with input from the Company and the Valuer. — Auditor's letter"

"Oasis's proposals are additive only and are not calling for shareholders to oppose any incumbent directors; we believe there is benefit in having a larger board, like sector peers, allowing for the addition of specialized expertise while retaining existing directors to ensure continuity and stability for shareholders."

"“But the reality is this is nothing special. It’s like any other biotech company that provides antibody engineering or library services. So, there’s not much of a differentiator. They’re really hard to sell, but with that many people [in sales], that’s why they do get business.” — Former Twist employee, director-level"

"Under the new M&A guidelines, the special committee could choose its own separate independent financial advisor to come up with unbiased valuation opinions if the committee is concerned about the independence of the target company's financial advisor — Shinpei Ochi, deputy director of Meti's corporate system division."

"AS A BOARD MEMBER NELSON IS ABOUT THE NUMBERS, ABOUT THE DATA AND HOW TO MAKE OPERATING PERFORMANCE BETTER, FASTER. HE WAS COLLEGIAL AND OPEN MINDED. HE WAS FOCUSED ON THE BEST PATH TO INCREASE LONG TERM VALUE. — Candace Kendle, Former Co-Founder and CEO, Kendle International, and former Director of H.J. Heinz Company"

"AS A BOARD MEMBER NELSON IS ABOUT THE NUMBERS, ABOUT THE DATA AND HOW TO MAKE OPERATING PERFORMANCE BETTER, FASTER. HE WAS COLLEGIAL AND OPEN MINDED. HE WAS FOCUSED ON THE BEST PATH TO INCREASE LONG TERM VALUE. — Candace Kendle, Former Co-Founder and CEO, Kendle International, and former Director of H.J. Heinz Company"

""The proposed acquisition will give Apollo the right to at least two board seats indefinitely (assuming it maintains its equity position above a specified threshold) and, pursuant to standstill and voting obligations, will lock in Apollo's support for the current board of directors and management." — Land & Buildings"

"Kao’s external directors are under-skilled with the relevant expertise to oversee a turnaround and overseas growth rollout in the Company’s core consumer products division. However, three of them suddenly developed new skills in the past twelve months to fill out the board skills matrix – including Global expertise."

"The Audit Committee of the Board of Directors concluded that the Company has a material weakness in its internal control over financial reporting as of September 30, 2019 and December 31, 2019 related to a design deficiency in the Company's review controls over unusual or non-recurring and significant transactions."

"A vote for Trian’s nominees is a vote for a minority slate of four directors with extensive operating, strategic, and financial experience and a history of generating long-term shareholder value – individuals committed to working collaboratively with the continuing directors to achieve the great potential of DuPont"

"Beginning in August 2021, the Company grants RSUs to employees and directors with service-based vesting conditions. The service-based vesting condition for these awards is typically satisfied over four years with a cliff vesting period of one year and continued vesting quarterly thereafter. — Remitly RSU Disclosure"

"Ancora will vote “AGAINST” Chair George S. Mayes, Jr., Director Javier Polit and Director Laurie A. Tucker at the 2025 Annual Meeting to send a message that the status quo is unacceptable in light of the significant value that has been destroyed and the time-sensitive opportunity currently in front of Forward Air."

"“I would like to touch on the management fee reduction we announced in December. First of all, the Erie Indemnity Company Board of Directors sees the management fee as a tool to balance the interest of the shareholders, of the Erie Indemnity Company with the policyholders of the exchange.” — Former ERIE President"

"“Exactly. I would say that the person that was the director of R&D, pretty much overseeing the project, was actually a Ginkgo employee at first, so he had really little say because he was an insider from Ginkgo, so he couldn't really tell them what you're doing is not the perfect thing.” — Current Motif executive"

"Leading independent proxy advisory firm Glass Lewis has recommended shareholders support meaningful boardroom change by voting for the election of three Elliott director nominees – Brian Coffman, Sigmund Cornelius and Michael Heim – to Phillips 66's Board of Directors at the 2025 Annual Meeting of Shareholders."

"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."

"Ms. Xu worked at NQ for less than six months, as marketing director, and then left NQ in 2007 in order to buy her stake in YDT; YDT is a separate and completely independent business from NQ; and NQ accounts for only 60% of YDT’s revenue. — NQ “Response to J Capital Report, ‘NQ Not At Any Price,’” August, 2013."

"The morale has gone down with the sale to Hill Rom. — Current Employee, Director of Quality. Once Hill-Rom acquired Welch Allyn the culture and vibe completely changed. The bottom line was all that mattered and a culture of fear and 'who's going to be let-go next' quickly evolved. — Former Employee, Anonymous."

"Iger told board members he didn't think Chapek needed to audition for the role... Iger told [Chapek] that instead of the one-on-one board interviews, Disney's lead independent director, Susan Arnold, would be in touch... She and Iger had both recommended Chapek for the job, and the board had approved. — CNBC"

""This year, the Committee for Examination of Nominees for Directors and Audit & Supervisory Board Members spent more than six months discussing the matter before reaching a final decision, and the decision was made before Oasis Management proposed any director candidates." — Kao statement, December 12, 2024"

"“Absolutely. Literally, I had to laugh because I had documents in my possession where if you took the logo off, it was the exact same verbiage, the exact same formatting on a page – it was kind of scary.” — Former ADESA Director and Operations Manager at CarMax, 20+ years auto industry operations experience"

"At DuPont’s 2013 Investor Day, management was not transparent about reducing margin targets, suggesting that reduced margin targets were correlated to the accounting change. Were DuPont’s independent directors aware of this? Trian’s nominees will seek to ensure that the board holds management accountable."

"At DuPont's 2013 Investor Day, management was not transparent about reducing margin targets, suggesting that reduced margin targets were correlated to the accounting change. Were DuPont's independent directors aware of this? Trian's nominees will seek to ensure that the board holds management accountable."

"At DuPont’s 2013 Investor Day, management was not transparent about reducing margin targets, suggesting that reduced margin targets were correlated to the accounting change. Were DuPont’s independent directors aware of this? Trian’s nominees will seek to ensure that the board holds management accountable."

"Mr. Wu Yonghua, aged 41, is the Executive Director and the Executive Vice President of the Company. He is primarily responsible for the Group's sales and marketing management. He joined the Group in October 2003 and has over 10 years of experience in sales and marketing in China. — ANTA 2012 Annual Report"

"Spruce Point believes it is time for significant change at Kratos (Nasdaq: KTOS). Based on our research suggesting abysmal financial and compliance failures leading to a recent criminal conviction of a senior Kratos Director, we are calling for the resignation of its CEO Eric Demarco and CFO Deanna Lund."

"We intend to vote all of our shares against the proposals related to the proposed acquisition, and, should the transaction be voted down by shareholders at the Company’s upcoming Special Meeting of Shareholders scheduled to be held on April 12, 2019, we have also nominated a slate of director candidates."

"“there were other sales directors like that, too, absolutely...what would happen is their sales reps would push back, and they would just move that sales rep to somewhere else. I'm not kidding. I saw that happen twice because of what they were doing.” — Ex-field reimbursement manager working with Harmony"

"In the quarter, small-class ASP decreased by 9.9% in USD terms year-over-year. The decrease was mainly caused by significant enrollment contribution from Peiyou online, of which the price is much lower than Peiyou off-line classes. — Echo Yan, Director of Investor Relations, TAL FY2018, Q4 earnings call"

"Disney's non-management Directors comprise current and former CEOs of some of the largest companies in the world, but they collectively own only ~$15 million of Disney stock – representing just 0.008% of Disney's shares outstanding and much of which was received as Director's fees paid in Disney shares"

"Disney’s non-management Directors comprise current and former CEOs of some of the largest companies in the world, but they collectively own only ~$15 million of Disney stock - representing just 0.008% of Disney’s shares outstanding and much of which was received as Director’s fees paid in Disney shares"

"a lot of centers are using it...the livers are fatty, metabolic syndrome, type 2 diabetes...the livers get replaced with fat...if it stays greater than 20% fat...then the liver doesn't tolerate the transplant very well. — Transplant surgeon and surgical director at a high-volume academic center in Utah"

"Other surgeons provided alarming examples suggestive of coercion and concealment of adverse information about organs - by senior TransMedics management, notably Magdy Attia, the “Medical Director” and Chief of the Liver Program - who, we repeat, appears to be unlicensed to practice medicine in the US."

"“the big thing I hear offline is it’s not very reliable” and “needs a lot of support and it has a lot of issues.” ... “TSMC is not buying the High NA Lasertec tool...there’s no confidence in my opinion that it will be a reliable product.” — Ex-KLA director of engineering focused on EUV mask inspection"

"We seek to safeguard shareholder value by giving shareholders an opportunity to vote on resolutions (the “Resolutions”) which, if passed in their entirety, will immediately: (i) remove seven directors from the Capricorn board... (ii) appoint as directors six highly qualified, independent candidates."

"There are still several current directors and members of management who oversaw and approved some of Disney’s worst corporate governance and strategic failures, including overpaying for the Fox acquisition, the expanding streaming losses, and “over-the-top” compensation packages granted to Bob Iger"

"The Xerox board includes several long-tenured directors – the last vestige of the “old guard” – who are a daily reminder of Xerox’s ignoble past under the leadership of former CEO Ursula Burns (who in 2014 was ranked number 4 on Time Magazine’s list of “9 CEOs With the Absolute Worst Reputations”)."

"With shareholder's and sell-side analyst's constant focus on 1) real estate and 2) share price, we believe the Board's approval of executive package with no relationship to these two inputs demonstrates a complete breakdown of Director accountability to shareholders, the true owners of the Company"

"[It's] sad: a (formerly iconic) US company selling control to a Japanese company.... But there is a Joint Venture Agreement...which made it practically impossible for Xerox to sell to anyone else.... A really amazing problem” — Charles Prince (Xerox director), in a personal email, February 1, 2018"

"“...I think we're approaching [the succession process at Disney] differently, and I just don't want to... it's just not something that I feel other than saying that we're aggressively pursuing succession, there's no more detail that I want to give.” — Robert A. Iger, CEO & Director, November 2023"

"“...I think we're approaching [the succession process at Disney] differently, and I just don't want to... it's just not something that I feel other than saying that we're aggressively pursuing succession, there's no more detail that I want to give.” — Robert A. Iger, CEO & Director, November 2023"

"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."

"We didn't think it was commercially viable. We didn't think there's sufficient value just because of the nature of the NFL game that the incremental revenue upside didn't justify the additional investment it would have required us to get that official data stages. — Strategy Director, Sportradar"

"“We have tried to do everything we could earlier this year when they went to every landlord and asked for rent reductions and concessions,” Mr. Chilelli said. “If they are able to reduce their footprint, it will hurt the office market again.” — Joey Chilelli, Managing Director at Vanbarton Group"

"In the spirit of transparency and strong corporate governance, we encourage you to gather all of the facts, assess these questions holistically and independently and reach your own conclusions. Sincerely, Independent Directors of the Phillips 66 Board of Directors — Phillips 66's April 24 Letter"

"Joe Liu would later be listed as Founder and Director of BCD Semiconductor (Nasdaq: BCDS), of which both Chang’s were involved. The biggest shareholders were entities controlled by individuals with the last name “Chang” and claimed to be “parents-in-law” of Liu — Spruce Point Capital Management"

"With the resignation of the Fortress Directors, the tone of management regarding real estate has changed FROM openly supportive of unlocking value for shareholders TO expressing a desire to own it - this is despite a substantial increase in healthcare real estate values over the past two years"