Callouts & quotes from 337+ activist slides

"Since the ascent of Vincent Bollore to the Chairmanship of Vivendi, the company's strategy has evolved, with Vivendi taking significant but non-controlling stakes in a number of companies - including Telecom Italia (23.94% stakes), Mediaset (28.8% stakes), Ubisoft (26.6% stakes) and Fnac Darty (11.27% stakes) - seeking to penetrate the boards and influence the direction of these companies. Vincent Bollore's strategy has recently faced higher obstacles due to government interests or other large shareholder blocks which opposed Vivendi's moves (e.g. Telecom Italia). Governance risks faced by minority investors at each of these companies will be centered on the alignment of interests with Vincent Bollore. With Vincent Bollore typically seeking board representation by accruing a sizable stake, but one which does not trigger a requirement for a mandatory bid, a bid premium may not be forthcoming. Vincent Bollore effectively controls Vivendi despite holding only 20% of the shares. This influence comes courtesy of a double voting rights provision and the placement of key Bollore allies in senior leadership roles at Vivendi. His interests may dominate board decisions, all the more so that the audit and pay committees lack full independence. This is particularly concerning in light of the apparent poor track record of Vivendi with regards to ethical behaviour; which include allegations of corruption, editorial interference, related party transactions involving other entities of the empire and executive misconduct. This may indicate that the board's functions to effectively oversee and control management decisions in the interests of the investors' base are indeed hindered. — MSCI ESG Research LLC, June 21, 2018"

""Elliott's nominees assure greater accountability and are more likely to continue to explore all avenues to enhance shareholder value while providing more pertinent E&P experience." — David H. Batchelder, Hess shareholder, Relational Investors LLC (March 27, 2013); "We currently believe the best way for Hess shareholders to maximize their value is through the election of Elliott Management's nominees to the board." — Citigroup (April 5, 2013); "Elliott disclosed 5 impressive candidates for the Board..." — UBS (January 30, 2013); "...a who's who list of corporate fixers and experienced oil execs." — Bank of America Merrill Lynch (January 31, 2013); "In our view, the industry experience available in the slate of nominees Elliott is proposing for HES's Board of Directors is impressive and as a result, the nominees could bring industry insight unavailable on the current Board." — JP Morgan (January 30, 2013); "...[We] believe that the slate of new directors that it has proposed can bring a lot to the table." — Societe Generale (January 31, 2013); "We believe a new investor with the intent to make new nominations to the board is a move in the right direction for Hess's corporate governance." — Citigroup (January 28, 2013); "Proposed directors have street cred. In proposing its alternate slate of directors, Elliott nominated four individuals with various management backgrounds in the oil patch and Harvey Golub, the former CEO of American Express." — Bank of America Merrill Lynch, Credit Research (January 29, 2013)"

""Leslie is an inspiring and highly engaged board member with vast leadership experience. [...] Her deep insights into Governance and the public and investor debate regarding Social and Environmental Impacts will be valuable to any organization. Combined, this makes Leslie an ideal candidate for a seat on the board of any organization." — Diederik Timmer, Chair of the Board of Directors of US SIF and Managing Director of Morningstar Sustainalytics; "[I] can attest to her ability to deftly navigate the needs of shareholders and the critical calls for improved environmental, social, and governance performance. She has a deep understanding of emerging material ESG issues combined with a diplomatic but direct manner to effectuate change within organizations. In my view, Leslie would make vital contributions to the board that would help place McDonald’s at the forefront of ESG leadership." — Matt Patsky, CFA, Chief Executive Officer of Trillium Asset Management; "She's a key thought leader in shareholder advocacy, responsible for engagement strategies that have had tremendous impact and which many other investors have emulated to great effect. Her credibility as an integrator of public interest advocacy and responsible corporate governance is unmatched." — Dr. Chris Geczy, Wharton School of Business professor, member of Intel’s US Retirement Plans’ Investment Policy Committee and former member of NASDAQ’s Economic Advisory Board"

""The data does not support the board's argument that the integrated strategy results in superior returns over the long-term..." — ISS; "In a campaign inextricably predicated on the notion that P66's asset mix is a favorable differentiator, the board's inability to draw what we consider to be a strong, straightforward throughline to shareholder value is a bust." — Glass Lewis; "Phillips 66's current conglomerate structure appears to be suboptimal for sustained financial growth." — Egan-Jones; "PSX has established a track record of providing selective and ambiguous disclosure that obfuscates results, makes it difficult to assess decisions, and creates impediments to evaluating performance." — ISS; "These issues stack on what we consider to be fairly disconcerting corporate governance considerations, including a dubious commitment to good faith engagement, a questionable and counterproductive realignment of key oversight roles and a late-stage candidate pivot which seems to call into question the board's prior candor. These issues should, in our view, be of significant concern to P66 investors." — Glass Lewis; "Currently, the Company has a combined Chairman and CEO leadership structure, a classified board, and over-tenured directors. A plethora of these problematic governance practices appear to be a driving force in the Company's underperformance." — Egan-Jones"

"Several new charter and bylaw provisions were implemented at the time of the company's IPO on Jan. 23, 2015, which fall short of what many investors would consider best governance practice. These provisions include a vote requirement of 80 percent of the outstanding shares to amend certain provisions of the charter and/or bylaws; a classified board structure; no special meeting right; and no right to act by written consent... In this case, the company first disclosed the amendments to the charter and bylaws it intended to put in place at the IPO in a draft registration/Form S-1A statement filed on Jan. 6, 2015 (less than one month before the IPO). — ISS 2016 Report; The Company's governance structure includes several provisions that significantly limit the rights of outside Class A shareholders... The combined effect of these provisions will be to severely limit the ability of shareholders to effect change at the Company or to realize a takeover premium....As the board has not provided its public shareholders with an ability to ratify any portion of this troubling governance structure, we recommend that the Class A holders signal their disapproval of these excessive restraints by abstaining from the lone member of the governance committee currently standing for election, Ms. Evan. — Glass Lewis 2015 Report"

"Operating performance has been disappointing, particularly when considered alongside management's messaging...PSX has not been able to sustain improvements or contend with market volatility effectively. — ISS, May 12, 2025; In a campaign inextricably predicated on the notion that P66's asset mix is a favorable differentiator, the board's inability to draw what we consider to be a strong, straightforward throughline to shareholder value is a bust. — Glass Lewis, May 10, 2025; Phillips 66's current conglomerate structure appears to be suboptimal for sustained financial growth. We agree with [Elliott] that a strategic shift towards refocusing on its core assets, particularly within the refining segment, is necessary to drive improved performance and value creation. — Egan-Jones, May 1, 2025; PSX has established a track record of providing selective and ambiguous disclosure that obfuscates results, makes it difficult to assess decisions, and creates impediments to evaluating performance. — ISS, May 12, 2025; The board's [decision to combine the Chair and CEO roles] evidences a disconnect from shareholders, and undermines the argument about its commitment to ensuring strong corporate governance and board oversight. — ISS, May 12, 2025"

""We believe the management team at ADP has done an admirable job in proactively transforming ADP from a legacy payroll processor to a top HCM provider without sacrificing short-term results." — J.P. Morgan Research, August 16, 2017*; "Under an optimistic assumption, Ackman’s plan would take at least three years of depressed margins, but probably several more. We doubt management or its investors, including Pershing Square (despite claiming the opposite), would have the stomach for this... if Pershing Square is only looking at ADP through a spreadsheet, this plan makes perfect sense. However, companies don't exist on spreadsheets, and even the best laid plans often can't overcome an unhappy workforce worried about losing their jobs." — Morningstar Research, August 17, 2017*; "We do believe there are structural differences between ADP and PAYX margins, stemming from ADP's large presence in the national accounts and mid-market payroll services industry." — Evercore Research, August 17, 2017*; "ADP's Corporate Governance is a model for other companies... We doubt that many long-term shareholders would be anxious for a management change following the last six years of outperformance by ADP." — Baird Research, August 18, 2017*"

""As Independent Lead Director at HD Supply and Nominating & Governance Committee Chair, Betsy led the charge on creating exceptional board of directors' composition and dynamics. [...] Betsy's overwhelming passion to apply hard work, opportunistically identify and engage an extended network of expert talent, and direct board activity was an incredible business asset and accelerant." — Joseph J. DeAngelo, Chairman & CEO, Home Depot Supply – 2019; "Betsy Atkins had the courage to join our board as an Independent Director during a time of company crisis. Betsy provided not only a steady hand but also the focused, strategic thinking and experience in corporate governance necessary to navigate a clear path forward." — Matt Maddox, CEO, Wynn Resorts – 2019; "She has the rare experience of having served on numerous boards across various sectors and geographies. Her hands-on and intimate knowledge of situations that board members have to navigate has proven essential at a point in time when governance is facing significant challenges, undergoing major transformations, and requires different approaches in different parts of the world." — Jean-Pascal Tricoire, Chairman & CEO, Schneider Electric – 2019"

""ISS recently adopted a policy regarding so-called "unilateral" bylaw or charter amendments -- provisions adopted without public stockholder approval. Under this policy, beginning in 2015, it will generally recommend withholding votes from or voting against directors who, without putting the provision to a stockholder vote, approved bylaw or charter provisions that have the effect of restricting stockholder rights." — "Governance Issues in Spin-Off Transactions" published by Gibson Dunn on 2/5/15; "Glass Lewis ordinarily gives new public companies a one-year grace period to allow them time to comply with applicable regulatory requirements and meet basic corporate governance standards. However, if the company implements an anti-takeover measure such as a rights plan or a classified board before its initial public offering, without offering a sunset for the rights plan of three years or less or a ‘sound rationale,’ and the measure is not subsequently put to a stockholder vote, Glass Lewis will consider recommending voting against all members of the board who served at the time the measure was adopted." — "Governance Issues in Spin-Off Transactions" published by Gibson Dunn on 2/5/15"

"“We analyze proposals for the separation of Chair/CEO on a case-by-case basis taking into consideration numerous factors, including the appointment of and role played by a lead director, a company's performance, and the overall governance structure of the company.” — State Street. “The funds also support independent leadership in the boardroom. That may take the form of an independent chair or a lead independent director. Regardless of title, the role's responsibilities should be robust and clearly defined through company disclosure” — Vanguard. “In general, Fidelity believes that boards should have a process and criteria for selecting the board chair, and will oppose shareholder proposals calling for, or recommending the appointment of, a non-executive or independent chairperson. If, however, based on particular facts and circumstances, Fidelity believes that appointment of a non-executive or independent chairperson appears likely to further the interests of shareholders and promote effective oversight of management by the board of directors, Fidelity will consider voting to support a proposal for an independent chairperson under such circumstance” — Fidelity."

"We analyze proposals for the separation of Chair/CEO on a case-by-case basis taking into consideration numerous factors, including the appointment of and role played by a lead director, a company's performance, and the overall governance structure of the company. — State Street. The funds also support independent leadership in the boardroom. That may take the form of an independent chair or a lead independent director. Regardless of title, the role's responsibilities should be robust and clearly defined through company disclosure — Vanguard. In general, Fidelity believes that boards should have a process and criteria for selecting the board chair, and will oppose shareholder proposals calling for, or recommending the appointment of, a non-executive or independent chairperson. If, however, based on particular facts and circumstances, Fidelity believes that appointment of a non-executive or independent chairperson appears likely to further the interests of shareholders and promote effective oversight of management by the board of directors, Fidelity will consider voting to support a proposal for an independent chairperson under such circumstance — Fidelity."

""It's my legacy. I'm the seventh generation of Bolloré's, and I can't imagine a world where I don't pass the torch to my daughters one day." — Yannick Bolloré, as reported by New York Times, October 26, 2015; "It's official: Vivendi is Vincent Bolloré's family fiefdom. Shareholders can come along for the ride, but they must accept the risk that the chairman -- and largest holder with a 14 percent stake -- puts his interests before theirs." — Leila Abboud, Bloomberg, May 17, 2016; "Vivendi's hereditary chairmanship is a strange approach to corporate governance. The episode [anointing Yannick the next CEO of Vivendi] is pretty bizarre by usual corporate governance norms. But, when it comes to Vivendi, unsurprising. Needless to say, Yannick was approved. The nomination committee is four strong, of whom three are Bolloré appointees (including Vincent himself). For years, Bolloré denied he was trying to build a media dynasty through his minority stake in Vivendi. Then last June, he admitted his aim was to place Yannick at the helm." — Alex Webb, Bloomberg, April 20, 2018"

"Coffman and Heim offer focused experience in refining and midstream operations, which makes them logical additions. Cornelius has a well-rounded perspective of the industry...[Stacy] Nieuwoudt offers an important perspective through her experience as an industry investor and analyst. — ISS, May 12, 2025; Critically, we expect the identified Elliott nominees would challenge prevailing internal narratives which seem to belie, among other things, a disconcerting satisfaction with a less than laudatory operational arc, a staunch but otherwise questionable defense of an ineffective strategic tack and an increasingly dubious commitment to sound corporate governance. — Glass Lewis, May 10, 2025; Elliott's nominees possess a strong mix of best-in-class industry expertise and experience and have the potential to unlock value for shareholders... — Egan-Jones, May 1, 2025; The data does not support the board's argument that the integrated strategy results in superior returns over the long-term... — ISS, May 12, 2025"

"This transaction is troubling from a governance perspective, brings significant additional risks around the balance sheet, integration and channel conflict, and highlights the challenges in FWRD's core business model. — Stephens. [The approximately 40% share price] decline puts significant execution pressure on the company just to recoup such losses, never mind demonstrating that the deal was a risk worth taking in the first place. But it is the questionable governance of the transaction that stands to place FWRD squarely in the sights of activists. — ISS. [W]e believe the rejection of FWRD shares in recent days is more about the board's tactics of exhausting the company's considerable dry powder to bet its future on an asset-light diversification and customer acquisition play, while not offering existing shareholders a voice or vote on the matter before the deal closes. — Susquehanna (SIG)."

"This pattern suggests that Phillips 66’s board is using these repeated proposals as a distraction tactic while failing to deliver tangible governance reform that shareholders seem to support. If the desire to declassify is genuine, one would think the board would accept the remedy that Elliott has proposed. — Professor Mark DesJardine, Dartmouth Tuck School of Business; Phillips objects to the Elliott proposal, weakly arguing that it “contravenes well-settled principles of Delaware corporate law and would be highly unlikely to withstand scrutiny in Delaware courts… The problem with this argument is that it ignores the simple fact that directors are free to resign their board positions at any time, and nothing in the Phillips charter or bylaws possible can be construed as preventing directors from voluntarily offering to resign..” — Professor Jonathan Macey, Yale Law School and Yale SOM"

"“Hyperscale Cloud and Infrastructure Partners. We have formed global strategic go-to-market alliances with hyperscale cloud providers including Amazon, Microsoft, and Google. In addition, we have strategic alliances with leading hardware infrastructure providers to deliver our software optimized for their technology such as Hewlett Packard Enterprise and Intel.” — C3 10-K Annual Report. “The tight integration of the C3 Platform with HPE’s ProLiant family of servers, including the HPE ProLiant for Microsoft Azure Stack, unlocks tremendous value for organizations across the globe and in every vertical market – enabling AI, machine learning, and deep learning while addressing governance, compliance, and security needs,” said Phillip Cutrone, VP and GM of the WW OEM Business at HPE. — C3.ai Announces Strategic OEM Partnership with Hewlett Packard Enterprise, press release, Oct 16, 2018"

""At this point, Vivendi appears to be more of a liability than an asset for TIM... The declining relationship with the Italian government, the ever-present conflict of interest, and the fact that having a media company as de-facto controlling shareholder has apparently restricted TIM's strategic alternatives, all make a case for supporting Elliott's nominees." — ISS Special Situations Research, April 9, 2018; "On balance, we consider there is a dearth of redeeming commentary available in relation to Vivendi's continuing involvement with Telecom Italia..." — Glass Lewis Proxy Paper, April 7, 2018; "We welcome Elliott's intention to challenge Vivendi's direction and coordination over TI as we agree that Vivendi's conflict of interest implied governance issues and capped TI's share price performance." — Banca IMI, March 19, 2018"

""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," said Land and Buildings Founder and Chief Investment Officer, Jonathan Litt. "Taubman continues to deliver suboptimal value for shareholders with 57% stock underperformance versus Class A Mall Peers over the last five years. We believe our two independent and highly-qualified director nominees, Charles Elson and myself, will bring the fresh perspectives and objectivity that we believe is currently lacking on the Board and can help reverse this trend of value destruction." — Jonathan Litt, Land and Buildings"

"Because ESG ratings which score companies on Environment, Social and Governance factors – at the moment, this area is completely unregulated. And therefore if it's unregulated, it's very difficult to compare information between these rating agencies. And it's difficult then to interpret what they mean. So we don't have clarity on how these ratings are reached or what they measure. And there seems indeed to be issues around conflict of interest by ESG rating providers. So our proposal today is about making ESG ratings transparent, comparable and reliable. And in this vein, we will have ESMA to provide the supervision, helping to combat this conflict of interest issue that I have raised. — Mairead McGuinness, Commissioner for Financial Services, Financial Stability and Capital Markets Union at European Commission"

""In November, we announced Bob Iger's return to the role of Chief Executive Officer. While remaining focused on the ongoing evolution of our core operating model, the Board gave Bob a dual mandate for his two-year term to rebalance investment with return opportunity while retaining the focus on the creative talent that defines Disney and to assist the Board in ongoing leadership succession planning." — Disney's 2023 Proxy Statement; "Success and succession are fundamentally different objectives for CEOs. Someone in Mr. Iger's seat has too many competing interests and conflicting incentives to handle both... the guy who gets you lost in the woods isn't the right guy to find your way out." — Charles Elson, Founding Director of the University of Delaware's Weinberg Center for Corporate Governance, December 2022"

""The Arconic Board has repeatedly demonstrated a clear commitment to good governance. It created Alcoa Corporation as a Delaware entity with a state-of-the-art, shareholder-friendly governance profile. It is seeking shareholder approval to declassify its board and eliminate all supermajority voting requirements, and if the requisite approval is not obtained, it has committed to propose a Delaware reincorporation that would achieve that result. This Board—which consists of a majority of directors who joined the board since the beginning of last year including three directors selected by a major activist shareholder—deserves the full support of investors who embrace best practices in corporate governance." — Joseph A. Grundfest, Professor of Law and Business at Stanford Law School, March 2017"

""This pattern suggests that Phillips 66's board is using these repeated proposals as a distraction tactic while failing to deliver tangible governance reform that shareholders seem to support." — Professor Mark DesJardine, Dartmouth Tuck School of Business; "Phillips objects to the Elliott proposal, weakly arguing that it 'contravenes well-settled principles of Delaware corporate law and would be highly unlikely to withstand scrutiny in Delaware courts... The problem with this argument is that it ignores the simple fact that directors are free to resign their board positions at any time, and nothing in the Phillips charter or bylaws possible can be construed as preventing directors from voluntarily offering to resign.." — Professor Jonathan Macey, Yale Law School and Yale SOM"

"“BlackRock’s clients depend on us to help them meet their long-term investment goals. Given that the business decisions that companies make have a direct impact on our clients’ long-term investment outcomes and financial well-being, we consider it one of our responsibilities to promote sound corporate governance as an informed, engaged shareholder on their behalf. At BlackRock, this is the responsibility of the BlackRock Investment Stewardship (BIS) team, which serves as a link between BlackRock’s clients and the companies we invest in on their behalf. In BIS’ experience, sound governance is critical to the success of a company, the protection of investors’ interests, and long-term financial value creation” — BlackRock Investment Stewardship (BIS) Fact Sheet"

"BlackRock’s clients depend on us to help them meet their long-term investment goals. Given that the business decisions that companies make have a direct impact on our clients’ long-term investment outcomes and financial well-being, we consider it one of our responsibilities to promote sound corporate governance as an informed, engaged shareholder on their behalf. At BlackRock, this is the responsibility of the BlackRock Investment Stewardship (BIS) team, which serves as a link between BlackRock’s clients and the companies we invest in on their behalf. In BIS’ experience, sound governance is critical to the success of a company, the protection of investors’ interests, and long-term financial value creation — BlackRock Investment Stewardship (BIS) team."

""There is no disclosure in the TICO announcement of the financial projections, discount rates, or tax assumptions [...]." — ACGA, July 2025; "There's huge hidden asset value in the land and other holdings at Toyota Industries." — CEO of Board Training Institute of Japan (Nick Benes), June 2025; "Dialogue between top management and investors / shareholders drives the corporate value enhancement process, and we hope that this dialogue will be held at least once a quarter." — Dalton Investments letter to TICO, May 2024; "[TICO's] historically depressed market valuation was a direct consequence of its governance and ownership structure and, therefore, should not be used as a transaction valuation anchor." — GMO, May 2025"

""Director Tenure: Boards should consider all relevant facts and circumstances to determine whether a director should be considered independent - these considerations include the director's years of service on the board - extended periods of service may adversely impact a director's ability to bring an objective perspective to the boardroom. We believe director independence can be compromised at 12 years of service - in these situations a company should carry out rigorous evaluations to either classify the director as non-independent or provide a detailed annual explanation of why the director can continue to be classified as independent." — CalPERS, Governance and Sustainability Principles, September 2019."

"‘The BoD regularly reviews its leadership structure’: failure to correct confirms lack of independent oversight — BlackRock Board of Directors. ‘BlackRock has delivered industry-leading growth’: this is no longer the case since 2009, at least from a TSR perspective — BlackRock Board of Directors. ‘One-size-fits-all approach to board leadership may not suit each company’s circumstances’: our request is based on an in-depth analysis of BlackRock’s governance — BlackRock Board of Directors. ‘Independent oversight is carried out by the Board’: according to BlackRock’s BoD, even Ms. Susan Wagner, (BlackRock’s co-founder with Mr. Fink and Mr. Kapito) is independent — BlackRock Board of Directors."

"Currently, the Company has a combined Chairman and CEO leadership structure, a classified board, and over-tenured directors. A plethora of these problematic governance practices appear to be a driving force in the Company's underperformance. — Egan-Jones, May 1, 2025; These issues stack on what we consider to be fairly disconcerting corporate governance considerations, including a dubious commitment to good faith engagement, a questionable and counterproductive realignment of key oversight roles and a late-stage candidate pivot which seems to call into question the board's prior candor. These issues should, in our view, be of significant concern to P66 investors. — Glass Lewis, May 10, 2025"

""We believe board independence is essential to good corporate governance. In addition to having a board's majority made up of independent members, we generally prefer an independent board chair" — Capital Group. "Northern Trust generally leaves the choice of chairman to the board's discretion... However, Northern Trust will vote case by case on whether to support shareholder resolutions seeking the separation of chairman and CEO" — Northern Trust. "MFS believes boards should include some form of independent leadership responsible for amplifying the views of independent directors and setting meeting agendas, and this is often best positioned as an independent chair of the board" — MFS."

""Cross-shareholdings have been a point of contention for Group parent companies like Toyota, as have parent-child listed subsidiaries and persistently low valuations." — Asset Value Investors, April 2025; "In the stock market, it has been pointed out that [cross-shareholding as exemplified in Toyota Group] leads to a decline in corporate governance." — Sumitomo Mitsui DS Asset Management, December 2023; "It can be said that not only is there concern that extensive cross-shareholdings within these groups disregard the interests of minority shareholders, but they also contribute to the decline in capital efficiency in the automotive industry." — Nomura Asset Management, September 2023"

""French billionaire Vincent Bolloré treats publicly listed Vivendi like a family hedge fund... The 30 billion-euro conglomerate has subpar corporate governance: Bolloré single-handedly calls the shots... Bolloré's Vivendi fortress would be almost impregnable if he has nearly two-fifths of the vote." — Liam Proud, Reuters, February 15, 2019; "Bolloré using VIV's balance sheet to increase his stake/share of UMG's upside. In our view, investors should reject the OPRA... We believe Bollore is effectively getting creeping control for a very small premium... Rather it is Bolloré exploiting Vivendi's discount to his (and our) fair value." — JP Morgan, February 15, 2019"

""This pattern suggests that Phillips 66's Board is using these repeated proposals as a distraction tactic while failing to deliver tangible governance reform that shareholders seem to support. If the desire to declassify is genuine, one would think the Board would accept the remedy that Elliott has proposed." — Professor Mark DesJardine; "The problem with [Phillips 66's] argument is that it ignores the simple fact that directors are free to resign their board positions at any time, and nothing in the Phillips 66 charter or bylaws possibly can be construed as preventing directors from voluntarily offering to resign." — Professor Jonathan Macey"

""This pattern suggests that Phillips 66’s Board is using these repeated proposals as a distraction tactic while failing to deliver tangible governance reform that shareholders seem to support. If the desire to declassify is genuine, one would think the Board would accept the remedy that Elliott has proposed." — Professor Mark DesJardine; "The problem with [Phillips 66’s] argument is that it ignores the simple fact that directors are free to resign their board positions at any time, and nothing in the Phillips 66 charter or bylaws possibly can be construed as preventing directors from voluntarily offering to resign." — Professor Jonathan Macey"

"As I have always said, I believe strongly in professional management and appropriate corporate governance. Decisions about who will succeed me as chairman of CBS and Viacom will be made by the Boards of the respective companies, and not by any individual. Despite press reports to the contrary, such decisions have not yet been made. After my death, my ownership interest in the companies will be overseen by a group of seven trustees who will make fiduciary decisions based solely on the best interests of the beneficiaries of the trust. Until that time, I will continue to make all such decisions. — Sumner Redstone, May 7, 2015"

""We believe board independence is essential to good corporate governance. In addition to having a board's majority made up of independent members, we generally prefer an independent board chair" — Capital Group. "Northern Trust generally leaves the choice of chairman to the board's discretion... Northern Trust will vote case by case on whether to support shareholder resolutions seeking the separation of chairman and CEO" — Northern Trust. "MFS believes boards should include some form of independent leadership responsible for amplifying the views of independent directors and setting meeting agendas" — MFS."

"We have invested with and alongside Trian and have seen them create long-term value for shareholders. They constructively engage with leadership teams and their analysis of companies is incredibly in-depth. Trian as an active manager plays a beneficial and important role in today’s capital markets as a catalyst for change. We see the performance of the companies they engage on a positive trajectory, from the time Trian initially takes a position to well after they exit. Very simply, Trian is top notch. — Anne Sheehan, Director of Corporate Governance, CalSTRS, the largest teacher pension fund in the U.S."

"We have invested with and alongside Trian and have seen them create long-term value for shareholders. They constructively engage with leadership teams and their analysis of companies is incredibly in-depth. Trian as an active manager plays a beneficial and important role in today’s capital markets as a catalyst for change. We see the performance of the companies they engage on a positive trajectory, from the time Trian initially takes a position to well after they exit. Very simply, Trian is top notch. — Anne Sheehan, Director of Corporate Governance, CalSTRS, the largest teacher pension fund in the U.S."

"We have invested with and alongside Trian and have seen them create long-term value for shareholders. They constructively engage with leadership teams and their analysis of companies is incredibly in-depth. Trian as an active manager plays a beneficial and important role in today’s capital markets as a catalyst for change. We see the performance of the companies they engage on a positive trajectory, from the time Trian initially takes a position to well after they exit. Very simply, Trian is top notch. — Anne Sheehan, Director of Corporate Governance, CalSTRS, the largest teacher pension fund in the U.S."

"And by the way, it's a good long-term investment and arguably our most valuable franchise to say we're going to be here for a long term and a little bit of a message to any would-be entrants to say we're willing to invest big money. And we -- as you know, we spent $140 million on buying a technology player, 3 or 4 years ago to help us get there faster. So we're very deliberate and committed to investing in our platform to make sure that it's good governance today, tomorrow and many years to comment. And that's on digital ledger, then we're ready for it. — Former CFO Young at Evercore Conf. 3/3/20"

""Campaigners for gender equality in the boardroom hailed [the appointment of Patrice Merrin to the board of Glencore] as a ‘landmark’ moment for British business...." — The Daily Mail, June 26, 2014; "'She’s very, very strong on the corporate governance side of things and the market-facing aspects,' Mick McMullen, chief executive officer of Stillwater Mining, said in a phone interview from Billings, Montana, where Stillwater is based. 'There’s some big names on that board and working within the confines of that will be an interesting challenge, or an opportunity.'" — Bloomberg, July 18, 2014"

""our ability to adapt, evolve, and grow has generated a total return of 9,000% for our shareholders since our IPO in 1999. That is well in excess of the S&P 500 return of 490% and representative of a business model serving all our stakeholders" — CEO Larry Fink, 2024 Letter to investors; "approach to corporate governance can be described as value-focused engagement" — BlackRock Larry Fink, 'Dear CEOs Letter', 2012; "BlackRock engages with companies to drive the sustainable, long-term growth that our clients need to meet their goals" — BlackRock Larry Fink, 'Dear CEOs Letter', 2012."

"LiNiCo plans to commence production later this year, building toward cathode production capacity of about 10,000 tons per year. At just 33% of that rate and 60% of applicable commodity prices, the LiNiCo facility should generate more than $100 million in sales with pre-tax operating income margins exceeding 30%, adding 40 good paying Nevada jobs and making a landmark contribution to Comstock's Environmental, Social and Corporate Governance (“ESG”), Product and Process Stewardship and Climate Smart Mining goals. — Comstock Press Release"

"In China and in emerging markets the level of corporate governance may vary significantly between companies. Corporate governance is important as it provides mechanisms whereby outside investors can protect themselves against expropriation by insiders. Corporate governance can impact on the risks that outside investors may face in respect of any expropriation of assets. These factors together with the size and other market frictions may warrant an adjustment to the cash flow expectations and/or an — Dr. Mardsen, University of Auckland"

"“CSIM believes that the board is typically best positioned to determine its leadership structure. Therefore, CSIM will typically not support proposals requiring the separation of these roles unless certain circumstances are in place.” — Charles Schwab Investment Management. “We will generally vote for proposals looking to separate the CEO and Chairman roles unless the company has governance structures in place that can satisfactorily counterbalance a combined chairman and CEO/ president post.” — JP Morgan Asset Management."

"The Audit Committee and the Board have determined that it would be in the best interests of the Company to make changes in the leadership for the oversight and control of its financial operations to correct the "tone at the top" and ensure it is consistent with the Board's commitment to maintaining strong corporate governance. The Company will enhance the accounting organization, both by adding personnel to that function and by increasing training for all members of the organization. — Mettler-Toledo (2004 10-Q disclosure)"

""Today's adoption by the SEC of a universal proxy rule represents a significant milestone in efforts by institutional investors and others who champion shareholder rights to ensure corporate elections are fair, transparent, and efficient," said ISS Governance Solutions Business Head, Lorraine Kelly. — Institutional Shareholder Services, November 2021. "In Glass Lewis' view, implementing universal proxy would both enhance shareholder rights and simplify the mechanics of proxy voting..." — Glass Lewis, September 2019."

""[Advisory positions] are not held accountable to shareholders as they do not serve on the board. Still, they can apply pressure on the board and are often referred to as 'ghosts in the boardroom' or 'corporate backseat drivers'. In cases where the former CEO remains as a senior adviser, they may exercise unreasonable influential power over incumbent management members, which could be detrimental to the board's functioning and dynamic." — L&G (2024 - Japan corporate governance and responsible investment policy)"

""The new governance is a concern to us, the risk of dismantling and governance that would not take into account the shareholders' interest may cause Vivendi to consider as permitted by law, to request the convening of a Shareholders' Meeting to propose to reorganize the board of directors." — Arnaud de Puyfontaine, Vivendi CEO, May 17, 2018; "A Board with any single party in control faces the likely prospect of continued proxy challenges by the other party." — Vivendi Presentation, February 25, 2019"

"CSIM believes that the board is typically best positioned to determine its leadership structure. Therefore, CSIM will typically not support proposals requiring the separation of these roles unless certain circumstances are in place. — Charles Schwab; We will generally vote for proposals looking to separate the CEO and Chairman roles unless the company has governance structures in place that can satisfactorily counterbalance a combined chairman and CEO/ president post. — JP Morgan Asset Management"

""Allegion was spun-off from Ingersoll Rand in December 2013. As an Ingersoll Rand board member, Nelson worked with us to craft a shareholder friendly governance structure that is an important element in keeping our leadership accountable for performance as a standalone entity. Nelson Peltz, the Trian team and Allegion believe that good corporate governance and good operational results go hand in hand. The results speak for themselves." — David Petratis, Chairman, President and CEO, Allegion, plc"

"Allegion was spun-off from Ingersoll Rand in December 2013. As an Ingersoll Rand board member, Nelson worked with us to craft a shareholder friendly governance structure that is an important element in keeping our leadership accountable for performance as a standalone entity. Nelson Peltz, the Trian team and Allegion believe that good corporate governance and good operational results go hand in hand. The results speak for themselves. — David Petratis, Chairman, President and CEO, Allegion, plc"

"Allegion was spun-off from Ingersoll Rand in December 2013. As an Ingersoll Rand board member, Nelson worked with us to craft a shareholder friendly governance structure that is an important element in keeping our leadership accountable for performance as a standalone entity. Nelson Peltz, the Trian team and Allegion believe that good corporate governance and good operational results go hand in hand. The results speak for themselves. — David Petratis, Chairman, President and CEO, Allegion, plc"

""as an important step towards its aim of having developed 50GW of renewable power by 2030" — BP Press Release; "exactly the right person at exactly the right time, a globally respected and deeply experienced leader in renewable energy with a proven track record of transforming and growing businesses" — former CEO Looney; "be available to address shareholders' concerns which have failed to be resolved by the chair, CEO or CFO or for which such contact is inappropriate" — BP governance (2024)"

"the Audit Committee and the Board have determined that it would be in the best interests of the Company to make changes in the leadership for the oversight and control of its financial operations to correct the "tone at the top" and ensure it is consistent with the Board's commitment to maintaining strong corporate governance. The Company will enhance the accounting organization, both by adding personnel to that function and by increasing training for all members of the organization."

""[O]ne of the things about Alcoa Corp. that is fundamentally different than Alcoa Inc. is that we were given the opportunity to come out with a much better governance structure. So as a new company, we separated the Chairman and the CEO role. I personally believe that's the right way to have the business set up.... In addition to that, we've decided to incorporate in Delaware.... Delaware is much more shareholder-friendly." — William F. Oplinger, CFO Alcoa Corp., November 16, 2016"

"One factor that complicates discussions about valuations [...] the governance issues that arise from the situation [...] the company's largest customer is its largest shareholder, and the company lacks incentives to maximise profits. — UBS, April 26, 2022; A probe by an independent investigation panel revealed that Toyota Industries had cheated on certification tests [...] The string of revelations has raised questions about [...] oversight [...] — Nikkei Asia, January 29, 2024"

""This is a strange and irregular transaction that is simply not comparable to any other transaction I have seen in over 45 years of observing the 'merger and acquisition' marketplace. A CEO of the target [Xerox], facing likely ouster, serves as the loyal agent of the acquirer, designing a deal that is too good to be true: a cheap price, little governance protections, no market check, and a process that ignores other bidders." — John C. Coffee Jr., Columbia Law School professor"

"“Shortly following my appointment to the board of Tessera in September 2013, Starboard served notice to Tessera desiring to replace a majority of the Board... Starboard has proven to be highly ethical and constructive in their approach to board oversight and governance and, without exception, has done whatever is best for the long-term interests of the company and its shareholders.” — Rick Hill, Chairman of Tessera Technologies and former CEO of Novellus Systems"

"“Shortly following my appointment to the board of Tessera in September 2013, Starboard served notice to Tessera desiring to replace a majority of the Board... Starboard has proven to be highly ethical and constructive in their approach to board oversight and governance and, without exception, has done whatever is best for the long-term interests of the company and its shareholders.” — Rick Hill, Chairman of Tessera Technologies and former CEO of Novellus Systems"

"General Recommendation: generally, vote FOR shareholder proposals requiring that the Board Chair position be filled by an Independent Director, taking into consideration the following: the scope and rationale of the proposal; the company's current Board leadership structure; the company's governance structure and practices; company performance; and any other relevant factors that may be applicable. — ISS United States - Proxy Voting Guidelines"