"Then we come to the issue of supervisory board selection. This is one of Muddy Waters' central charges. They say, OK, we have a supervisory board that is not independent."
Callouts & quotes from 1,420+ activist slides
Every emphasised callout and every pulled quote, extracted slide-by-slide. Search by keyword, filter by slide type or by source.
"We question why the Board, including new members added between 2018 – 2021, chose to overlook problematic conflicts and keep highly-interconnected directors on the Board?"
"We believe restoring the magic at Disney starts with a focused, aligned and accountable board, intensely committed to returning an 'ownership mentality' to the boardroom."
"Through the May 2023 filing of Samsara’s audit committee report, its Audit Chairman and “Independent Director” Jonathan Chadwick served on a mind-blowing ten (10) boards!"
"Inconsistent Methodologies Used: The column titled "P&G Peers" uses a Simple Average, while column titled "Peltz Serving on the Board" uses a Market Cap Weighted Average."
"Dr. Beckerle is a beneficiary of substantial donations from the Huntsman family. Despite this fact, the Board shockingly claims Dr. Beckerle is an “independent” director."
"We believe the Board conducted an incomplete analysis of Dr. Beckerle’s independence and a consideration of all the facts suggests Dr. Beckerle is clearly not independent"
"We question why the Board, including new members added between 2018 – 2021, chose to overlook problematic conflicts and keep highly-interconnected directors on the Board?"
"Marathon has excelled since its board carried out a series of crucial changes that we recommended, resulting in a ~150% relative outperformance by Marathon's share price."
"Inexplicably, the board declined to retain this consultant (or any other consultant of comparable reputation and quality) to pursue this path to create shareholder value."
"The combined experience of our nominees and our proposed management team can take Norfolk Southern from worst to first, but it requires replacing a majority of the Board."
"The combined experience of our nominees and our proposed management team can take Norfolk Southern from worst to first, but it requires replacing a majority of the Board."
"In our view, it is fair to conclude that this chain of events a) is unnecessarily complex for an above-board transaction, and b) creates ample opportunity for wrongdoing."
"Shareholders should not trust the management team or a Board that has overseen financial underperformance, poor capital allocation and unacceptable corporate governance."
"Elliott believes that there are clearly identifiable steps to realize value at ACAS and that a capable Board actively overseeing a strategic review can unlock this value"
"BlackRock is simply not in the position to fulfil its stewardship responsibilities. The Board, due to lack of independent oversight, has failed to recognised this issue."
"Board members and senior executives have also donated significant funds to HCI / HCF, which we believe creates further financial conflicts of interest with Dr. Beckerle."
"The Special Meeting will provide an alternative forum for shareholders to show the Board that Darden’s shareholders will not stand to be silenced on this critical issue."
"Despite these recent missteps, which have badly damaged the credibility of management and the Board, we believe that Perrigo has a strong franchise with valuable assets."
"The new Board is doing exactly what they were entrusted to do by shareholders: Holding management accountable and ensuring that the best leaders are running the Company"
"Ms. Moorehead and her Board’s actions indicated that they were willing to go to great lengths to maintain power and prevent shareholders from having their voices heard."
"In Trian’s limited interactions with DuPont’s Board, it has become clear to us that management maintains a significant information advantage over the Board of Directors"
"In Trian’s limited interactions with DuPont’s Board, it has become clear to us that management maintains a significant information advantage over the Board of Directors"
"In Trian’s limited interactions with DuPont’s Board, it has become clear to us that management maintains a significant information advantage over the Board of Directors"
"In Trian’s limited interactions with DuPont’s Board, it has become clear to us that management maintains a significant information advantage over the Board of Directors"
"The Board and management's flawed response is costly: Norfolk Southern has reserved $1.1 billion in charges so far as a result of the 2023 derailment in East Palestine."
"A new board-level committee, assisted by independent advisors, will lead a comprehensive business review to modernize Southwest and restore best-in-class profitability"
"A new board-level committee, assisted by independent advisors, will lead a comprehensive business review to modernize Southwest and restore best-in-class profitability"
"A new board-level committee, assisted by independent advisors, will lead a comprehensive business review to modernize Southwest and restore best-in-class profitability"
"Where will the Director's minimum be for year end 2019? How should other shareholders feel if a member of the Board only wants to own the bare minimum number of shares"
"A new board-level committee, assisted by independent advisors, will lead a comprehensive business review to modernize Southwest and restore best-in-class profitability"
"Shareholders should vote AGAINST the proposed Fuji/Xerox transaction and FOR a new board of directors that can drive much needed change and maximize shareholder value"
"Target’s board lacks significant shareholder representation, owning less than 0.3% of the company. Independent directors own only 0.02% of the company in common stock"
"The Board's actions have been designed to favor and protect the trustees at the expense of shareholders, much like how the Board rejected the cash-rich premium offer."
"The takeaway is that this Board cannot be trusted to act in the best interests of shareholders – let alone handle the most critical decision facing the Company today."
"For far too long, Darden shareholders have suffered mightily under the failed leadership of a Board that has blatantly disregarded the best interests of shareholders."
"The Board decided to spend an estimated $100mm+ of shareholder money engaging in a proxy contest, while 8 out of 11 Directors have not even met Nelson Peltz in person"
"Chair Colleen Moorehead and her Board’s actions indicate that they will go to great lengths to maintain power and prevent shareholders from having their voices heard."
"Why did Bob Iger and the Board invite Nelson to meet in person three years ago to hear his views on Disney and barely give him the same opportunity three years later?"
"We believe that it would be prudent for the Board to evaluate the Company's intellectual property and determine whether there are certain areas that can be monetized."
"The fact that Parkland's stock rose merely 6% on the news says it all: the market doubts the Board's true intentions, judgement and competence to run a true process."
"We encourage you to rely on the judgment of the Arconic Board, which is independent, objective and thoroughly dedicated to the interests of all Arconic shareholders."
"The poor valuation reflects investor concerns that management and the Board will waste OUTR's substantial (but declining) free cash flows on risky growth initiatives"
"These actions demonstrate how profoundly out of touch Southwest's Board has become with shareholder sentiment and with the reality of the situation, said the letter."
"Shifting the focus from the C-level management and Board of Directors’ sideshow drama will allow Yahoo’s core assets and overlooked businesses to take the spotlight"
"In a recent presentation, the current Board actively misled investors about Mr. Loeb’s credentials and Third Point’s track record of creating value for shareholders"
"It is Time for the Current Board to be Held Accountable for Years of Poor Performance, Egregious Corporate Governance, and Substantial Shareholder Value Destruction"
"We believe the Company is attempting to harass Starboard and our nominees and falsely insinuate there are undisclosed agreements between Starboard and our nominees."
"DV’s Sponsor And Management Are Dumping Vast Quantities of Stock. Its Board Recently Appointed An Executive Associated With Financial Misconduct At American Express"
"Please indicate your confirmation that the Exemption has been granted by the Board of Directors of the Company by executing this letter in the space provided below."
"Retraining Norfolk Southern's employees to prioritize these ingredients requires a new management team, which can only be accomplished with a majority of the Board."
"Investors and research analysts have been calling for changes for years, but Southwest's management and Board have pressed forward with incrementalism and inaction"
"The effect of the Poison Pill was to severely limit shareholder influence over Board composition and entrench the Board by increasing its effective voting control."
"Given the continuing evidence of a grossly mismanaged company, we see no option than for the Chairman of the Board and the Lead Independent Director to be removed."
"If the McDonald's Board does not immediately improve on ESG, we believe it could cause the Company and its shareholders serious harm over the next five to 10 years"
"Investors and research analysts have been calling for changes for years, but Southwest’s management and Board have pressed forward with incrementalism and inaction"
"Investors and research analysts have been calling for changes for years, but Southwest's management and Board have pressed forward with incrementalism and inaction"
"Starboard and BILL recently agreed to a Cooperation Agreement that results in the appointment of four new independent directors, including Peter Feld of Starboard."
"Investors and research analysts have been calling for changes for years, but Southwest's management and Board have pressed forward with incrementalism and inaction"
"Investors and research analysts have been calling for changes for years, but Southwest's management and Board have pressed forward with incrementalism and inaction"