Callouts & quotes from 1,012+ activist slides

"Also, on February 1, 2006, Douglas D. Cole, the Company's prior Chief Executive Officer, was appointed to serve as the Executive Vice President of the Company. He will also continue to serve on the Board of Directors of the Company and will act as Vice Chairman of the Board. — 8-K Filed 1/9/06"

"We believe directors sit on a board to represent the interests of shareholders. In our view, the corporate governance and nominating committee should heed the voice of shareholders and act to remove directors not supported by shareholders or correct the issues that raised shareholder concern."

"In the end, it is admittedly difficult to propose a deal that satisfies both the shareholders of the target company and those of the buyer and it is equally difficult to propose a deal that will displease them all: Glencore's Board of directors seems to have succeeded in this remarkable task."

"According to BlackRock, it is in the best interest of their clients (and the market) to have one Board seat instead of three, in a Board composed of seventeen directors, sixteen of which appointed by a controlling shareholder via multiple voting shares (1:10) with only a 10% economic interest"

"We are working with these director candidates, along with a group of advisors and one of the leading operationally-focused consulting firms, to develop a turnaround plan for Darden that will put performance on par with well-performing competitors and create substantial value for shareholders."

"According to BlackRock, it is in the best interest of their clients (and the market) to have one Board seat instead of three, in a Board composed of seventeen directors, sixteen of which appointed by a controlling shareholder via multiple voting shares (1:10) with only a 10% economic interest"

"After a national search for a new director, the experience and expertise that Dave will bring to the Essential board is clear. He will be an excellent representative of the shareholders in guiding the company, particularly in matters of growth and branding. — Essential Utilities Press Release"

"limiting director tenure allows new directors to the board to bring fresh perspectives. A tenure of more than nine years is considered to potentially compromise a director's independence and as such QuickScore will consider tenure > 9 years excessive. — Institutional Shareholder Services Inc."

"“We’re using it for organs who pretty much challenged...if you’ve had a lot of people say no...because that donor is not ‘standard’....very old, over 70 or 65...some problems...like a fatty liver.” — Transplant surgeon and transplant program director at a major academic center in Pennsylvania"

"In situations where a company has generated long-term outperformance, such a long-tenured Board might be accepted by the investor community, but given the sustained share price underperformance at Cognizant, we believe directors with new experiences, skills and perspectives would be welcome."

"While adding a new independent director to the Board is a step in the right direction, we believe his appointment was merely reactionary and an attempt to win the support of another shareholder in this election contest and likely would not have been done were it not for the pending contest."

"Spruce Point has concerns about financial relationships and flows of payments between C3, its CEO's foundation, two directors and its sales partners. Spruce Point asks C3 to clarify the nature of the relationships and economic value proposition to C3 shareholders with enhanced disclosures."

"Mr. Terino’s depth of experience serving as CEO, CFO, COO, and a director of public and private companies in the technology and eCommerce industries, together with his substantial expertise in finance, restructuring, and corporate governance, makes him well qualified to serve on the Board."

""both XVIVO and TransMedics are going to have serious competition from NRP...I think at least 50% of heart centers will feel very comfortable doing NRP...they're going to split that remaining market right down the middle." — Prominent surgeon, director of leading academic transplant center"

""Penumbra will cross the line that many won't to get their products in the hands of surgeons." — Neurovascular Products Sales Director 1; "Penumbra is aggressive....At symposiums, they will cover all costs of a nice hotel stay, food, travel, etc." — Neurovascular Products Sales Director 2"

"These condensed consolidated interim financial statements have been prepared on a going concern basis notwithstanding the net current liabilities as at September 30, 2016 because the directors of the Company are of the opinion that based on the unconditional — Huishan 1H17 Interim Results"

"Limiting director tenure allows new directors to the board to bring fresh perspectives. An excessive tenure is considered to potentially compromise a director's independence...For the US, Canada, Hong Kong, and, Singapore, lengthy tenure is defined as nine or more years. — ISS Guidelines"

"Without limiting our ability to propose different agenda items, we currently intend to propose resolutions at the AGM removing Bertrand Kan (Chairman), Peter Shore and Alexandra Reich as directors and appoint Jonathan Amouyal (of TCI) as a director and potentially additional directors."

""in the future, consistent with the Company's Corporate Governance Guidelines it is the Board of Director's intention to separate the positions of Chair and CEO and that the position of Chair shall be held by an independent director on the Board of Directors." — Office Depot 2011 Proxy"

"While we admire Director Geller’s entrepreneurship and acknowledge that microcap investing is a high-risk venture, we find instances where companies that Director Geller’s Leonite Capital funded were the subject of litigation, allegations of bad faith and SEC investigation or charges."

""The Commission has stated that, as a general principle, the fair value of a portfolio security is the price which the fund might reasonably expect to receive upon its current sale." — Douglas Scheidt, Associate Director and Chief Counsel in the SEC’s Division of Investment Management"

"It seems to us as if the Compensation Committee (having no Fortress Directors) waited until after the resignation of the Fortress Directors to disclose that it did not use any of information the compensation consultant provided to benchmark Andy Smith’s compensation as incoming CEO"

"The board of directors are ultimately responsible for setting strategy, driving execution, and holding management accountable for performance. If the board is not aligned with peer standards, neither will be strategy and performance. Thus, "A Better Kao" starts with a better board."

""Japanese skincare is very hot right now. There is a lot of demand in the UK market for these products – the perception is Japanese products are highly innovative with very good technology." — Former Unilever Prestige Cosmetics Division Brand Director, Oasis interview November 2023"

"We have serious concerns with the Company's management of the formal review of strategic alternatives it announced on November 30, 2015, only a month after a consent solicitation was launched by a dissident seeking to remove and replace four of the incumbent directors on the Board"

"The Company's opposition to Proposal 6 indicates that its current Board does not truly wish to have all Phillips 66 directors elected annually, and that it would instead prefer to continue enjoying the protections that a staggered Board provides against shareholder accountability."

"We do not believe the Audit Committee is made up of truly independent directors. For instance, according to Chinese filings, the Chairman of QTT's Audit Committee, Li Feng (李峰), appears to be a 12% shareholder of one of QTT's most significant undisclosed related party advertisers."

"The appointment of director candidates, the nomination or removal of the representative director and executive directors, and decisions on the responsibilities of managing directors shall be based on a motion submitted by the Company president. — Keisei Corporate Governance Report"

"On November 29, 2021, two new directors, Mr. Ning Ding and Mr. Shucai Song joined the board of PSM-ZJK. Together the existing director Mr. TAN EL PAN EDDY, there were three directors on the board, of which, two are nominated by BULTEN Wuxi, one is nominated by Zhongjinke Shenzhen."

"We do not believe the current Board’s proposed slate, which includes 4 incumbent directors who have overseen massive shareholder value destruction and appalling corporate governance practices, has the operating record or shareholder-friendly mindset required to turn around Darden"

"We do not believe the current Board’s proposed slate, which includes 4 incumbent directors who have overseen massive shareholder value destruction and appalling corporate governance practices, has the operating record or shareholder-friendly mindset required to turn around Darden"

"It is deplorable that BlackRock, as an industry leader and potential standard setter, fails to recognize that a director who has been on a board for over ten years (or longer) has compromised independence significantly, regardless of whether they are classified independent or not"

"Tempus executives, directors, and shareholders have a history of working together to promote disruptive technology companies with large market potential. However, one common theme is that each company blind-sided investors with restated financial results and a material weakness."

"Starboard along with its independent directors stabilized a terribly mismanaged business and laid out a credible plan to improve financial performance, which ultimately resulted in a successful and value enhancing sale of the company to a highly complementary strategic acquiror."

"Most of the Company's independent Directors have been on the Board for at least 8 years (average/median tenure of approximately 9 years), and rather than being "agents of change," they have overseen the Company at a time during which it has significantly underperformed its peers"

"Asserting the contrary, from 2015 until now, demonstrates two things only: 1. BlackRock's Board of Directors lacks adequate independent oversight 2. Ms. Wagner herself has confirmed that she is not independent by relying on an assessment that she must know is plainly unfounded."

"Asserting the contrary, from 2015 until now, demonstrates two things only: 1. BlackRock's Board of Directors lacks adequate independent oversight 2. Ms. Wagner herself has confirmed that she is not independent by relying on an assessment that she must know is plainly unfounded."

"“Sorry, some of the stuff I really can't share. I have some connections which are very close with Lasertec and that's what I hear from some close connections at Lasertec. But I really can't go into more than that.” — Ex-KLA director of engineering focused on EUV mask inspection"

"Legg Mason, Inc. (NYSE: LM) announced today that it has increased the size of its Board of Directors from 10 to 12 members and has appointed Nelson Peltz and Ed Garden of Trian Fund Management, L.P. ("Trian Partners") to the Company's Board of Directors, effective immediately."

""The lead independent director or another appropriate director should be available to meet with shareholders in those situations where an independent director is best placed to explain and contextualize a company's approach" — BlackRock Investment Stewardship Global Principles"

""The lead independent director or another appropriate director should be available to meet with shareholders in those situations where an independent director is best placed to explain and contextualize a company's approach" — BlackRock Investment Stewardship Global Principles"

"“Here’s what matters... [a]s soon as the judge enters the order, we will be all over the company. If they are not in compliance with the order, we will take action. We will not tolerate what has gone on.” — Lois Greisman, Associate Director, FTC Division of Marketing Practices"

"“Here’s what matters... [a]s soon as the judge enters the order, we will be all over the company. If they are not in compliance with the order, we will take action. We will not tolerate what has gone on.” — Lois Greisman, Associate Director, FTC Division of Marketing Practices"

"There are two commonly accepted structures for independent leadership to balance the CEO role in the boardroom: 1) an independent Chair; or 2) a Lead Independent Director when the roles of Chair and CEO are combined, or when the Chair is otherwise not independent. — BlackRock"

"Spruce Point sees an inherent conflict if Director Sastry has received funding from Mr. Siebel. Berkley's website says it is an endowed chair.(1) How objective can he be in his decision-making, and will he look out for shareholders' interests ahead of Mr. Siebel's interests?"

""no one’s using it anymore in the US"; "really enthusiastic centers that were heavily involved in the trials...have stopped using it"; "I don’t see them having any future in lung"; "just much, much cheaper." — Prominent surgeon, director of leading academic transplant center"

"We are concerned that three of Parkland's directors have served on the Board for twelve years or more, including Chairman Jim Pantelidis who has served on the Board for 24 years, and Mr. Spencer and Mr. Bechtold who have been on the Board for 21 and 17 years, respectively."

"While adding a new independent director with retail experience is a step in the right direction, we believe Mr. Massey’s nomination was reactionary to our involvement and we question whether the Board would have taken such action were it not for our pending proxy contest."

"Limiting director tenure allows new directors to the board to bring fresh perspectives. An excessive tenure is considered to potentially compromise a director's independence...For the US, Canada, Hong Kong, and, Singapore, lengthy tenure is defined as nine or more years."

"Keisei's Board is swollen by an excessive number of inside directors resulting in misalignment with peers and falling short of acceptable governance standards – at least 4 of Keisei's current inside directors offer little to the Board and should not stand for re-election"

"D. Bruce Horton served early on UEC's audit committee and served as CFO (2006-2007). He had a controversial past as Co-Founder, Director and CFO of Clearly Canadian Beverage Corp. whereby the Company was sued, and allegations were made that Mr. Horton misled the market."

"“When you combine all of that with our unrivaled portfolio of valuable businesses, brands and assets and the way we manage them together, Disney has a strong hand that differentiates us from others in the industry.” — Robert A. Iger, Disney CEO & Director, November 2023"

"“When you combine all of that with our unrivaled portfolio of valuable businesses, brands and assets and the way we manage them together, Disney has a strong hand that differentiates us from others in the industry.” — Robert A. Iger, Disney CEO & Director, November 2023"

"“When you combine all of that with our unrivaled portfolio of valuable businesses, brands and assets and the way we manage them together, Disney has a strong hand that differentiates us from others in the industry.” — Robert A. Iger, Disney CEO & Director, November 2023"

"Independence concerns over four out of the six outside directors (including direct links to OLC) raise serious doubts about their collective ability to fairly and objectively perform their duties – including fundamental checks and balances on management decision-making"

"Legions of lawyers hired by BlackRock's BoD, paid with shareholders' money, will not be able to convince anyone that, from a substantive perspective, Director Ms. Wagner does not have a material relationship with BlackRock's senior executives, hence is not independent."

"Legions of lawyers hired by BlackRock's BoD, paid with shareholders' money, will not be able to convince anyone that, from a substantive perspective, Director Ms. Wagner does not have a material relationship with BlackRock's senior executives, hence is not independent."

"Significant change is needed in DND’s boardroom today. The Engine Slate offers directors who possess superior skillsets and a plan to turn around the Company, effectively guide and oversee management, and restore trust with DND’s employees, customers and shareholders."

"We believe that Mr. Yanker’s significant managerial and operational expertise gained from his extensive experience advising and consulting for senior management teams, together with his public board experience, well qualifies him to serve as a director of the Company."

"When you combine all of that with our unrivaled portfolio of valuable businesses, brands and assets and the way we manage them together, Disney has a strong hand that differentiates us from others in the industry. — Robert A. Iger, Disney CEO & Director, November 2023"