Callouts & quotes from 1,012+ activist slides

"We recommend the establishment of a Finance & Strategy Committee of the Board (that includes Nelson and/or Jay) to create a dedicated subset of Directors focused on long-term strategy and the key strategic questions facing Disney, including those we have highlighted"

"We recommend the establishment of a Finance & Strategy Committee of the Board (that includes Nelson and/or Jay) to create a dedicated subset of Directors focused on long-term strategy and the key strategic questions facing Disney, including those we have highlighted"

""In the third and fourth quarters of 2014, the Board of Directors began discussions about augmenting the Board of Directors with new members and began the process of determining the qualifications and skills desired for such new members." — ROVI 2015 proxy statement"

"By supporting the Nominees for ADP’s Transformation you will: Elect a major shareholder to the Board, Add two new independent directors with fresh perspectives and relevant expertise, Send a message to ADP’s management and Board that the status quo is unacceptable"

"“I’m on our medical policy committee, which makes coverage determinations for devices and procedures. And I’m a clinical advisor on [redacted] for devising formulary coverage decisions, PA criteria, step edits, etc.” — Medical director at Blue Shield of California"

"I am honored to have been selected and am looking forward to working with Invesco’s Board of Directors and leadership team. I believe there is great opportunity to build on the momentum Invesco has created and am excited to help continue that success. — Mr. Finke"

"Disney’s Board decided to spend an estimated $40 million of shareholder money engaging in a proxy contest, while 11 out of 12 Directors have not even met Nelson Peltz or Jay Rasulo in-person during Trian’s engagement with the Company in the past year and a half."

"The evidence we have seen raises concerns regarding the manner in which costs were allocated between those two entities, and the consistency of that allocation with public disclosures. — SPECIAL INVESTIGATIVE COMMITTEE OF THE BOARD OF DIRECTORS OF WORLDCOM, INC."

"We firmly believe that a comprehensive reconstitution of the Board, including the appointment of shareholder representatives and qualified independent directors, is necessary to ensure a thorough evaluation of all paths to delivering enhanced shareholder value."

"Disney’s Board decided to spend an estimated $40 million of shareholder money engaging in a proxy contest, while 11 out of 12 Directors have not even met Nelson Peltz or Jay Rasulo in-person during Trian’s engagement with the Company in the past year and a half"

"50. Officer Defendant Dan Bodner has served as President and/or CEO of Verint since February 1994. Like Director Defendants Alexander and Hiram and Officer Defendant Kreinberg, Mr. Bodner also is a director of Verint. — Verified Shareholder Derivative Complaint"

"Vivendi opportunistically used the 19 member cap in TIM's by-laws to allow its executives onto the Board, although a majority of other investors voted against this as well as objecting to using TIM's funds to pay for compensation for these additional directors"

"Rather than recommending a premium sale to Private Equity, allowing all shareholders to benefit, Schoen and the Board (7 of whom are currently members of the 8 independent directors today), recommended a defensive tactic in the form of a $10 per share dividend"

"The independent directors of DuPont, who own very little stock (collectively ~$20mm in shares(1)), have repeatedly failed to hold management accountable for missing its publicly stated financial targets; it is time for an "ownership mentality" in the Boardroom"

"Agrium's other business, agricultural distribution ("Retail"), accounts for 30%+ of total EBITDA, ~50% of total value and $4bn+ of acquisition capital, yet Agrium does not have a single independent director with any relevant distribution industry experience."

"None of our executive officers served as a member of the compensation committee of another company, or as a director of another company, whose executive officers also served on our compensation committee or as one of our directors. — HPE 2017 Proxy Statement"

"Campbell's incumbent Board of Directors ("Board") has overseen a series of strategic and operational blunders over many years that have driven extreme underperformance in Campbell shares (19% total shareholder return vs. 306% for S&P 500 over last 20 years)"

"As can be seen in the above SAIC filings, ownership was transferred from Mr. Song Lifeng, the brother-in-law of Anta Executive Director Wu Yonghua and a connected person identified in the prospectus, to Mr. Ye Chengdong, a purported independent third party."

"“Iger has systematically eliminated any executive who could become a successor. To me it’s a real black mark on Iger’s record.” — Gary Wilson, Former CFO of Disney and Director (on Board for 21 years, up to and including the first hiring of Mr. Iger as CEO)"

""Iger has systematically eliminated any executive who could become a successor. To me it’s a real black mark on Iger’s record." – Gary Wilson, Former CFO of Disney and Director (on Board for 21 years, up to and including the first hiring of Mr. Iger as CEO)"

"Controlling the Supervisor role is an effective way to ensure ANTA maintains control because PRC law gives the Supervisor the ability to inspect the company's finances, recommend senior managers and directors be dismissed, and propose shareholder meetings."

"The Board of Directors shall establish and publish a capital allocation plan (hereinafter, the “Plan”) by 31st December 2024 to facilitate a growth-oriented investment strategy and a balanced return to shareholders to enhance the Company’s corporate value."

"“An example is Uranium Energy Corp. One of its directors is Stephen Jewett, a Vancouver CA who was barred by the CA institute from auditing any public companies after he mishandled the audit of an unrelated Vancouver junior company.” — Investment Executive"

"“That’s our plan, yeah. I hope...for liver transplant, we use it obviously a lot more than heart or lung. I know our surgical director is not a fan of TransMedics and he’s actively working on strategies to minimize our reliance on it.” — UCSF administrator"

"Therefore, the logical consequences of not making yourself available (without good reason) are that (1) you are failing to fulfil your duties as a Senior Independent Director, and (2) you risk sending a concerning message about your level of independence."

"Given an expanded board it is necessary to raise the cap to accommodate the salaries for new external directors on a proportional basis, Oasis is therefore seeking to expand the current pay structure in line with an expanded board on a proportional basis."

"In 2009, multiple UEC executives were named executives in Strategic American Oil Corp (OTC: SGCA) alongside investor Barry Honig and CEO Adnani was a Director. Mr. Honig's name surfaced in 2018 in a case brought by the SEC related to market manipulation."

"Even more concerning, it appears that the Board chose to withhold material information from shareholders ahead of the nomination deadline in order to preserve the status quo and insulate the incumbent directors from a potential challenge by shareholders."

"It is self-evident that the current management team is clearly incapable of doing so. If the “old guard” directors are similarly incapable, or unwilling to do the work necessary to rectify this dire situation for shareholders, then they must be replaced."

"It is time for shareholder voices to be heard that the status quo is no longer tolerable by electing two highly – qualified directors – Charles Elson and Jonathan Litt – to the Taubman Board at the Company's upcoming 2017 Annual Meeting of Shareholders."

"We respectfully ask BP's Board of Directors to consider the following six actions: (i) remove medium-term Scope 3 targets (reduction of 10-15% by 2025; 20-30% by 2030) and qualify 2050 target (Net-Zero) as a target to be reached 'in line with Society'."

"Oh, 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."

"“…[T]here’s a qualification level that is required to sit on the Disney board, and the board will make, not me, the board makes decisions about who’s qualified and who isn’t qualified to be on the board.” — Robert A. Iger, CEO & Director, November 2023"

"At the same address as Campus Auto Collusion, where GFL sends trucks for refurbishment, there is another business registered called LCG New Generation. Mr. Di Orio, an owner of Campus, and Mr. Kris Della Pia are listed as the Directors of the Company."

"“Housing is of course a social and an economic issue. However, if dealt with inappropriately, it will also become a political issue.” — Wang Guangya, Director of Hong Kong and Macau Affairs Office of the State Council of the People's Republic of China"

""[T]here's a qualification level that is required to sit on the Disney board, and the board will make, not me, the board makes decisions about who's qualified and who isn't qualified to be on the board." — Robert A. Iger, CEO & Director, November 2023"

""the preponderance of revenue on the loan side comes from [fintechs]...I mean, if you look at Upstart, I think they've reported as much as 50-plus percent of their origination volume comes from Credit Karma." — Former Director at Intuit, Tegus, 8/2/22"

"At the same address as Campus Auto Collusion, where GFL sends trucks for refurbishment, there is another business registered called LCG New Generation. Mr. Di Orio, an owner of Campus, and Mr. Kris Della Pia are listed as the Directors of the Company"

"Gregg Saretsky reflects on his journey through the airline industry, from working as a flight attendant and gate agent in college to serving as the president & CEO of WestJet, and how his experiences would add value to Southwest's Board of Directors."

"Mr. Goff’s more than 40 years of experience includes nearly three decades at ConocoPhillips (Phillips 66’s predecessor company), nearly a decade as CEO of refiner Andeavor (formerly known as Tesoro), and service on the Exxon Mobil Board of Directors."

"The Company's current gamesmanship around its directors follows the Company's previous failure to honor its representations made to Elliott - dating back to February 2024 - that it would appoint a mutually agreed-upon director with energy experience."

"Gregg Saretsky reflects on his journey through the airline industry, from working as a flight attendant and gate agent in college to serving as the president & CEO of WestJet, and how his experiences would add value to Southwest's Board of Directors."

"The Board determined once again this year that the service of Mr. Fink as both BlackRock's CEO and Chairman is the most appropriate and effective leadership structure for the Board and the Company at the present time. — BlackRock Board of Directors"

"Basically, on the crush margin, so if you really talk about crush margin, I would really expect it to be a little bit of flat or let's say a little bit on the lower side. The reason is there is overcapacity of the crushing. — Former Bunge Director"

"Mr. Riedel's extensive knowledge of the technology industry and intellectual property licensing, as well as his significant leadership experience as a senior executive and a public company director, makes him well qualified to serve on the Board."

"BOOT executive officers and directors have limited capital at risk by owning just 2.2% of the Company. Even more concerning, BOOT has not disclosed that it adopted a Clawback or Recoupment policy to cover acts of fraud or financial misstatement."

"“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” — ANTA Prospectus"

""We have paid dividends consecutively for 76 years, and our Board of Directors recognizes the value that our common shareholders place on both our historical payment record and on our future anticipated dividend payments" — Essential Utilities"

"As a former Director of Operations for a leading casual dining chain put it, franchising gives a corporation dozens of R&D departments, all directly connected to the customer on a daily basis, rather than one R&D department stuck at corporate."

"As a former Director of Operations for a leading casual dining chain put it, franchising gives a corporation dozens of R&D departments, all directly connected to the customer on a daily basis, rather than one R&D department stuck at corporate."

"The Amdocs deal reports, in which it reported a 16% drop in billing revenue, to $251 million. Comverse does not fill any gaps in Amdocs' technology portfolio, nor was it a competitive threat to Amdocs. — Sheryl Kingstone, 451 Research director"

"In a powerful validation of the urgent need for change at Phillips 66, all three leading proxy advisory firms - Institutional Shareholder Services, Glass Lewis and Egan-Jones-have recommended shareholders vote FOR Elliott's director nominees."

"We urge the independent directors (Ms. Moorehead, Mr. Derksen, Ted Prittie, Peter Brimm, and Ronnie Wahi) to stop the shenanigans and set a date for the Special Meeting as soon as practically possible so that shareholders can have their say."

"Spruce Point believes the voting control paired with exceptionally long tenured directors has effectively turned the Company's Board into a "good old boys club"; four of Zillow's seven independent directors have been on the Board since 2005."

"TMDX’s entire “inner circle” appears to have done all of part of their medical training at these two schools: the CEO, the Chief Commercial Officer; the head of its liver program and “Medical Director” who oversees its surgeons; and others."

"The SOC PPM did not disclose that Dennis Ronald DiRicco (“DiRicco”), a principal officer of Adomani, was also a director and officer of SOC, according to securities notices SOC filed with both the Commissioner and the SEC in December 2012."

"In the face of a growing wall of tangible and qualified evidence, BP's Board of Directors, as a fiduciary of BP shareholders, cannot continue to close its eyes and follow a strategic plan based on assumptions which are simply unrealistic."

"Amdocs appears to be engaging in the same behavior today as was described in the 2002 lawsuit – and, with turnover at Amdocs relatively low at the top, these practices are being put into place by many of the same executives and directors."

"Collectively, our Board nominees are a powerful group of leading executives, chairmen and directors of well-performing industrial companies with the necessary experience and independence to oversee a value-enhancing transformation of GCP."

""The leadership is a group of entitled, immature, self-serving individuals. They are all friends from past professional life who are patting each other's back. So many poor decisions in recent year." — Director, iRhythm, Glassdoor, 9/5/24"