Callouts & quotes from 2,037+ activist slides

"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"."

""We are not privy to PepsiCo's specific holdings or their investment strategy," Danimer Scientific said in the statement. "PepsiCo continues to be a strong strategic partner to Danimer Scientific through a fruitful business relationship and PepsiCo's seat on Danimer Scientific's board." — Danimer Scientific (via Seeking Alpha)"

"It is a common tactic of aggressively promotional management teams to bring on board members with name recognition and/or government connections, and who can bestow the company with some level of prestige and legitimacy, but who lack the experience and industry knowledge necessary to serve as an effective member of the board."

"No, I have not seen a live demonstration... I have not seen a working device or any pictures or images from or computerized tomography pictures of this, or images with this device yet. I don't think that's something that is done yet. As far as I know, no one has gotten scanned by this device yet. — NNOX Advisory Board Member"

"Spruce Point has serious concerns with Mr. Starrett who has served on the Board since 2010. Mr. Starrett's biography fails to disclose that he served on both the Boards of AFC Enterprises (Nasdaq: AFCE) from 1998 – 2005 and The Pantry (Nasdaq: PTRY) from 1999 – 2006 during the period when a financial restatements occurred."

"From a product and tech perspective, I was very concerned with a few of the earlier acquisitions. Lightspeed ecommerce was a very challenging product and very difficult to onboard. Shopify's claim to fame is to have your ecommerce shop up and running within minutes, for Lightspeed it's not the same. — Former LSPD Employee"

"…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."

"Spruce Point has developed concerns over the Company’s aggressive accounting practices, several connections to high-profile actual and alleged fraud cases (e.g. an Enron spin-off, Qwest Communications, and Granite Construction) among its board, and its CFO who was previously sued over an alleged breach of fiduciary duty."

"While we attempted to engage in good faith with the Board about Norfolk Southern's future, the Company repeatedly sent its private jet to Washington, D.C. to pursue the support of regulators, requested public support from customers to bolster its planned fight against us and refused to meet our proposed management team."

"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"

"Shareholders asked the Company to pause and reconsider what we believe to be a value destructive plan to separate Red Lobster with a substantial majority of shareholders formally requesting that Darden hold a special meeting to discuss this very topic, and the Board blatantly ignored shareholders’ clearly stated wishes"

"Shareholders asked the Company to pause and reconsider what we believe to be a value destructive plan to separate Red Lobster with a substantial majority of shareholders formally requesting that Darden hold a special meeting to discuss this very topic, and the Board blatantly ignored shareholders’ clearly stated wishes"

"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."

""Peltz and his founding partners, Peter May and Ed Garden, have a reputation as savvy operators and tend to be seen as a constructive presence in boardrooms, a goal they've managed to achieve in recent years through a combination of public prodding and private suasion." — Kevin Allison, Reporter, Reuters Breakingviews"

"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"

"“Peltz and his founding partners, Peter May and Ed Garden, have a reputation as savvy operators and tend to be seen as a constructive presence in boardrooms, a goal they've managed to achieve in recent years through a combination of public prodding and private suasion.” — Kevin Allison, Reporter, Reuters Breakingviews"

"As we discussed in our investor presentation, we believe this poor capital allocation was the direct result of poor corporate governance at the Board level, including shareholder-unfriendly compensation practices that incentivized management to pursue growth at the expense of returns on capital and shareholder value."

"The coal price assumptions are the same assumptions that we use in all of our businesses. But what I can say is they are below the consensus curves. And the adjustment in valuation, not only was our external auditor, E&Y, comfortable with, but our Audit Committee and our board are very comfortable with. — Mr. Alireza"

"Peltz and his founding partners, Peter May and Ed Garden, have a reputation as savvy operators and tend to be seen as a constructive presence in boardrooms, a goal they've managed to achieve in recent years through a combination of public prodding and private suasion.” — Kevin Allison, Reporter, Reuters Breakingviews"

""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"

"“Disney has an experienced, diverse, and highly qualified Board that is focused on the long-term performance of the Company, strategic growth initiatives including the ongoing transformation of its businesses, the succession planning process, and increasing shareholder value.” — The Walt Disney Company, December 2023"

"It is time for shareholders' voices to be heard, for accountability to be introduced in the Taubman Centers boardroom, and for a clear message to be sent to the Taubman family that shareholders will no longer tolerate abysmal corporate governance, misguided operations, lavish developments and inferior total returns."

"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."

"Disney has an experienced, diverse, and highly qualified Board that is focused on the long-term performance of the Company, strategic growth initiatives including the ongoing transformation of its businesses, the succession planning process, and increasing shareholder value. — The Walt Disney Company, December 2023"

"We and other BHP shareholders now look to current management, with appropriate oversight from the BHP Board, to provide real leadership to actively address BHP's underperformance issues with the kinds of positive and constructive proposals from management which have been conspicuously absent so far in this debate"

"“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"

"The Committee is responsible for “periodically reviewing and advising the Board on the Company’s strategic direction and investment in research and development and technology (“R&D”). Such oversight shall include key aspects of internal and external investments.” — Charter for the Science and Technology Committee"

"Because of these issues, and the questionable overlapping audit committee chair with NIHD along with prior transaction discrepancies, we strongly suggest that AMT's shareholders and independent Board members scrutinize the transaction, and consider rejecting it, as the incremental risk may outweigh the benefits."

"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."

"As an immediate first step, we call on management and the board to initiate an in-depth, open and truly independent review of BHP’s petroleum business, to be overseen by a committee which includes management, shareholder representatives and outside experts, with full disclosure of all results on a timely basis"

"As an immediate first step, we call on management and the Board to initiate an in-depth, open and truly independent review of BHP's petroleum business, to be overseen by a committee which includes management, shareholder representatives and outside experts, with full disclosure of all results on a timely basis"

"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."

"In a separate action, the board voted to reduce for 2003 the management fee rate to 24 percent from the current 25 percent... this action was taken after the board's consideration and review of the relative financial position of the Erie Insurance Exchange and the Erie Indemnity Company. — Company Transcripts"

""Adding Nelson Peltz of Trian on our Board has the potential to derail the transformation we're leading at P&G... P&G has a diverse and experienced Board that is actively overseeing our transformation and will continue to be agents of change to improve P&G's global performance." — David Taylor, August 1, 2017"

"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"

"“They can take all those fees and save them and put this man on the Board who’s done more homework than anyone else – and he’ll give you this homework for free! Memo to Procter & Gamble: Peltz is cheaper than all of those advisors and knows the space.” — Jim Cramer, CNBC ‘Squawk on the Street’, 27 July 2017"

""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"

"Karl's significant experience transforming independent E&P companies and operating a global portfolio of conventional and unconventional assets, as well as his track record of value creation across exploration, production, midstream, marketing and private equity will add significant value to the Hess Board"

"“America has rolled by like an army of steamrollers. It’s been erased like a blackboard, rebuilt, and erased again. But baseball has marked the time. This field, this game, is a part of our past, Ray. It reminds us of all that once was good, and that could be again.” — Terrence Mann, “Field of Dreams” 1989"

"In September 2024, DND threatened to sue shareholders who collectively represent nearly 40% of the Company’s shares based on completely frivolous claims; the Board accused those shareholders to be in breach of U.K. and Australian national security regulations, which are entirely irrelevant — Engine Capital"

"A provision in an indenture with such an eviscerating effect on the stockholder franchise would raise grave concerns. In the first instance, those concerns would relate to the exercise of the board's fiduciary duties in agreeing to such a provision. — Delaware court in Amylin Pharmaceuticals (May 12, 2009)"

""In summary – we want you to elect a major shareholder to the board, in this case it would be me representing Pershing Square. We own 8.3% of the company… this has the effect of sending a very powerful message to the management and the board…" — Bill Ackman, "The Time is Now" Presentation, August 17, 2017*"

"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."

""...a growing level of excitement among our team and our board about this [PDN] opportunity. So, I would say we are, with each passing month, we get, the more psyched internally about the ability to enter this market and grow a meaningful and defensible business..." — Keith Grossman, CEO, comments 11/5/20"

"We believe that Ms. Welty’s extensive global industrial experience, including her C-suite executive leadership roles in the chemical, natural resource and energy industries, will allow Ms. Welty to provide strategic, financial and corporate governance insight, making her a valuable addition to the Board."

"Poor Controls over Equity Grants: That the board did not become aware until several years after the fact that multiple grants to the CEO were in violation of the Company's incentive plans indicates that it did not have adequate controls in place to monitor the Company's executive compensation practices."

"Norfolk Southern shareholders will benefit from electing Mr. Clyburn to the Board because his various experiences will add a unique perspective, one that is unavailable from any other board candidate, that prioritizes safety, compliance, good governance, and maximizing long-term value for shareholders."

"Given the significant overlap between the Board and legal counsel of DSP and CEVA, we are concerned whether the ultimate decision to license technology from CEVA for DSP’s HDClear solution was compromised by the potential financial benefit to these individuals arising from their relationship with CEVA."

"“The transaction provides the ability for stockholders to elect to either monetize their investment or participate in any upside potential with KKR as a committed partner that believes in the growth strategy that the Box Board and management team are executing.” — Company Issued Press Release, May 2021"

"Independent Board representatives that will: Run a process to hire the best CEO and executive team, Set proper performance targets and incentivize and compensate management appropriately, Monitor and review the performance & strategy of the new leadership team, Hold the new leadership team accountable"

"We believe the spin-off, which is the result of an in-depth review of strategic alternatives by our Board and management, will allow both companies to enhance value by allocating capital and deploying resources in a more focused way, while preserving and increasing synergies within their businesses."

"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."

"DTT has informed the Company in its resignation letter that it was no longer able to rely on the representations of management and that it had lost confidence in the commitment of the Board and the Audit Committee to good governance and reliable financial reporting. — Deloitte Touche Tohmatsu (DTT)"

"Norfolk Southern has brought on John Orr as COO to accelerate the execution of its strategy. John Orr is a Precision Scheduled Railroading expert and comes to Norfolk Southern following a long and successful career at multiple railroads including Canadian National and CPKC. — Norfolk Southern Board"