Callouts & quotes from 26,677+ activist slides

"HIMS frequently references 85-88% “long-term retention”. Not only does HIMS often fail to clearly define this as retention between years end 2 and 3 (a non-standard metric that cannot be easily compared to others), but it also over-emphasizes the potential usefulness and materiality of the metric."

"The dairy side before the merger was doing well, but now the cheese guys were getting excited because they were getting bonuses they hadn't in a while. If you are a dairy sales guy, you've been replaced by a cheese guy from the top, down. Is this for better or worse? To me, it seems for the worse."

"If Monster were valued in a range of 4x – 5x sales and 15x – 18x EBITDA consistent with its peers and closer to recent industry M&A transactions of faster growing companies such Celsius acquiring Alani Nu and Keurig Dr. Pepper acquiring GHOST Energy, we could see 25% - 40% long-term downside risk."

"Although the buildings are not pledged as security, they will revert to the landowner upon a ground lease default. As such, illustratively, we define TIP REIT’s “Lease Security” as the value of the land and unencumbered buildings. Based on replacement cost, this “Lease Security” is valued at $39bn"

"Starboard believes these seemingly self-serving actions demonstrate a complete disregard for proper corporate governance and fiscal discipline by members of management and the Board and suggest that these transactions were not entered into with the best interest of the common stockholders in mind."

"Before we present evidence of growing accounting and financial strain at Aerojet, it’s worth considering that in the most recent past, the Company acknowledged material weaknesses tied to every single key income statement and balance sheet account...... but of course the problems have been solved!"

"If you look carefully at the recent proxy statement filed March 2019, management hit all its short-term incentive targets, but it appears a loosely defined Adj. EBITDAP, which now nets recoverable costs from US gov't contracts and includes unspecified “Board approved modifications”, is the driver."

"With shareholder's and sell-side analyst's constant focus on 1) real estate and 2) share price, we believe the Board's approval of executive package with no relationship to these two inputs demonstrates a complete breakdown of Director accountability to shareholders, the true owners of the Company"

"We conclude, based on extensive research, that TransMedics is engaging in a sinister scheme whereby organs are illegally steered to centers under the implicit or explicit quid pro quo that a) they accept the organ on its device and b) that it is transported via its NOP service on its private jets."

"Note the insertion of “n=17” – in other words, the study had 22 patients, but Bioprojet excluded the five with plasma levels >150 ng/mL in the calculation, making it impossible to deduce how high it went – as absurd as a fund manager reporting average returns but excluding the five biggest losers."

"Another paper highlighted how these issues plague non-imidazole-based compounds specifically, such as pitolisant: “poor pharmacokinetic characteristics,” “poor blood-brain penetration,” “genotoxicity” (DNA damage), as well as the problems such as cardiotoxicity already described on previous pages."

"No cardiovascular exclusion criteria is listed in the pilot study, and we believe that the decision to then exclude such patients is an admission of the cardiotoxicity signal in the pilot study – as well as a reckless attempt to cherry-pick patients not reflective of a real-world clinical setting."

"BR management has consistently touted Closed Sales as a key performance indicator (KPI), and it influences management's short-term cash compensation. But as we'll illustrate, it is fraught with holes and should not be relied upon as a firm measure of revenue that will materialize in the near-term."

"According to an article by CryptoSlate which cites research from VanEck, app download data from Sensor Tower, and stablecoin data from Chainalysis, Western Union and MoneyGram are already seeing pressure from stablecoin through reduced app downloads and declining monthly active user (MAU) growth."

"Starboard believes Mr. Brown’s experience as a founder and senior executive of one of the world’s most successful semiconductor technology and licensing companies along with his strong operational experience and deep industry knowledge will enable him to provide invaluable oversight to the Board."

"Many of the innovations and improvements Mr. Blum and Mr. Mock made when they ran Olive Garden have been lost in the past 10 years – we want to bring back Olive Garden’s best-in-class, guest-first focus and culture of success, all while modernizing the concept to address today’s consumer needs..."

"CEO appears to mislead CNBC’s audience by saying no lockups have expired. The PIPE shares were not technically under a “lockup” but the company was required to register them for re-sale, which it did effective Dec 31, prior to which they couldn’t be sold – in reality identical to a lockup expiry."

"This man (Sali Berisha) has decided at the end of his term with these five concessions that we have to pay for the next 15 years. They are money that does not go to the state budget but in the pockets of the concessionaires, Sali Berisha and the ministers who signed these contracts, "he declared."

"Many of the innovations and improvements Mr. Blum and Mr. Mock made when they ran Olive Garden have been lost in the past 10 years – we want to bring back Olive Garden’s best-in-class, guest-first focus and culture of success, all while modernizing the concept to address today’s consumer needs..."

"We encourage Canadian Pacific to continue to test these new technologies with other Class 1's and manufacturing partners, and to increase your R&D and collaboration efforts to accelerate all viable biofuel, electrification, hydrogen fuel cell technologies and other de-carbonisation opportunities."

"It means that the provider, and anyone that is "sniffing" the network has the ability to track the users and obtain all browsing habits of the user, and even in some cases get information that is much more critical such as usernames and password and session ids if they are transferred in the URL."

"Without taking on any debt or implementing any additional operational improvements, Bristol-Myers will have the ability to use ~$37 billion of cumulative unlevered free cash flow over the next five years to execute a “String of Pearls” strategy (i.e. in-licenses, partnerships, small acquisitions)"

"Without taking on any debt or implementing any additional operational improvements, Bristol-Myers will have the ability to use ~$37 billion of cumulative unlevered free cash flow over the next five years to execute a “String of Pearls” strategy (i.e. in-licenses, partnerships, small acquisitions)"

"Without taking on any debt or implementing any additional operational improvements, Bristol-Myers will have the ability to use ~$37 billion of cumulative unlevered free cash flow over the next five years to execute a “String of Pearls” strategy (i.e. in-licenses, partnerships, small acquisitions)"

"Perion has perpetuated a biography that CEO Gerstel is a successful technology executive having been the CEO of numerous companies such as Panya, Nolio, Syneron Medical and Zend Technologies. His appointment press release focused on what he has done since 1999, but no mention of what came before."

"Spruce Point observes two conflicting stories around the departure of Mr. Glover from Blucora. The public press release says he resigned, which suggests his departure was voluntary. However, the proxy statement later described him as a terminated executive and having received a severance payment."

"Despite having created little to no value, in our opinion, as a public company (including missing financial targets and spending $110m on a revenue-less venture SecurityMatters with no clear evidence that it succeeded), Forescout insiders are in line for a hefty payday – cashing out nearly $100m."

"Despite the seemingly sound logic of single embryo transfer, research suggests that PGNY’s claims that this practice will ensure the reduced incidence (and, most importantly, resultant costs) of pre-term births are questionable, or at least provide an incomplete picture of the aggregate outcomes."

"CEO Wilson continues to spend a portion of his time managing his Cuattro businesses. We are puzzled why Heska shareholders allow this distraction to persist when the Company is supposedly taking on a dominant incumbent (IDEXX), developing and launching new products, and expanding internationally?"

"After five years and millions of dollars of payments from Heska back to Cuattro, LLC (and into Wilson's pockets), the 2018 asset purchase was meant to address Wilson's conflicts of interest. However, that transaction and Wilson's continuing involvement with Cuattro, LLC only raise more questions."

"We queried KOL's and Nevro competitors on the normalized market growth rate excluding a pandemic. A Medtronic SCS product manager stated it's low single digits at best and cast those who claim it's higher as "liars," adding that they simply make up neuromodulation growth rates for earnings calls."

"Our analysis was proven correct as Ballard was inevitably forced to find a new JV partner to support its expansion efforts in China, ultimately driving the stock from $3.80 at the time of our publication to a low of ~$2.50 almost a year later - down 35%, within the range of our downside forecast."

"DuPont management has demonstrated that it disagrees: Investments(1) as a percentage of sales into growth businesses have been reduced more than investments into mature businesses (Coatings and Performance Chemicals), despite management's claims of increasing investments into growth businesses(2)"

"Mr. Miller’s 10 years of experience in senior executive positions at large media and entertainment companies, as well as his 10+ years of experience investing in cable, subscription, and online businesses, qualify him, in Starboard’s view, to ably assist in the effective oversight of the Company."

"The reasons for the industry-wide failure of these H3R antagonist programs over several decades are voluminous: poor pharmacokinetic characteristics due to lack of bioavailability and/or a failure to penetrate the blood/brain barrier; a variety of off-target effects; and a broad toxicity profile."

"They did that for a reason, because the Joint Value I discussed. They were worried people would go, 'wait a minute, now your just placing the robots, in return for cases.' So you're wiping out the million dollar price tag and your getting cases off it. It's a way to fool the numbers a little bit."

"One could conclude, however, it is common for a bare minimum of two years between first flight of the conformal pro-totype and Type Certification being achieved (which applies for traditional designs, no noted novel technol-ogies, by an established OEM which already has certified other aircraft)."

"To effect this transaction, TeliaSonera's subsidiary Fintur would have to forgo its rights to participate in the capital increase on a pro rata basis, willingly diluting its Azertel holding from 79.8% to 51.3%, and allow Cenay Iletisim's shareholding to increase from 10.1 percent to 42.2 percent."

"Low compensation levels as indicated by Carvana’s filings is confirmed by employee reviews posted online: it appears that management is trying to attract talent without offering attractive compensation by creating a “fun” startup-like culture and hiring young people with low salary expectations."

"In a meeting dated on or around 16th February 1998 between inter alia Mr. Guido Ferrando, a Director of the 1st Plaintiff and Mr. Wilson Kam, a manager of the Defendant, the Defendant produced a schedule entitled "Freight Calculation for Gaoyao Project" setting out the amounts it claimed to owe."

"In Joe Lee’s final public appearance as Darden’s Chairman, he said the following words, which reveal the most critical flaw in Darden’s current mindset – you must be a great restaurant operator to run restaurants that create a great experience while simultaneously generating significant profits."

"The central element in the scheme which is now proposed is that Certificates of Indebtedness, which are issued by the Exchange Fund to the note-issuing banks to be held as cover for their note issues, should henceforth be issued and redeemed against foreign currency (US dollars) at a fixed rate."

"Given the Company’s tendency to ignore its hardware business activities and propensity for creative accounting, it should come as no surprise that CFO Phillips has suggested on several occasions that investors simply ignore the cash flow impacts of the Company’s hardware transactions altogether."

"At the current level of g-fees and a 2.5% equity ratio, the GSEs’ guarantee business could have maintained a positive net worth while absorbing the same level of credit provisions (an accounting charge that represents an estimate of future credit losses) they incurred during the financial crisis"

"Cognizant's operations and capital allocation strategies are remnants of its history as a nascent industry “challenger” that invested at all costs to gain share. Today, however, Cognizant has evolved into a scale industry leader, and its business choices must also evolve to reflect this reality."

"As of the original publication date of this document, investors should assume that the Authors are short shares of the Covered Issuer and stand to potentially realize gains in the event that the market valuation of the company’s common equity is lower than prior to the original publication date."

"Our 2025E Low forecast assumes sustained weakness in North American new life sales, stronger than expected outflows from the UK-based adviser platform, and further challenges for the international business, which has been under pressure recently due to macro-related headwinds in China and Spain."

"Spruce Point believes BR has also experienced operating expense bloat in the past few years that will amplify the downside risks. We observe that its SG&A margin has creeped back to levels not seen since the 2014-2016 period. This is even despite efforts to rationalize its real estate footprint."

"We find this particularly brazen, as Kalo was only formed 2 weeks earlier as an entity, according to its Massachusetts corporate registry filing, which further indicates that the entity’s “Principal Offices” are Ginkgo’s headquarters, and its 3 ‘Managers’ are Ginkgo’s CEO and two Ginkgo cronies."

"Management has collected ~$35 million dollars in performance compensation, growing at an 11% CAGR vs. organic growth CAGR of ~1%, tied to revenue and EBITDA targets while PBH has missed organic growth estimates for 4 out of 5 years and missed FCF guidance in 3 out of 5 years between 2015 – 2019."

"We are short POET Technologies Inc. (POET) because the management for this obvious stock promotion, now on what appears to be its seventh business pivot this decade, is not just diluting US investors, but sticking them with a massive tax liability and a potential lifetime of misery with the IRS."

"Cintas' share price appears to be fully valued with limited upside at the current level. There are more downside risks than appreciated by the investment community, including growing financial strain and fraudulent business practices giving rise to greater competitive threats in fire inspection."

"While the clinical literature on normothermic perfusion-induced liver necrosis is lacking – and surgeons told us TransMedics is refusing to publish the data even though they’ve pushed - we note a handful of papers that reference “cradle signs” that appear on livers from being jammed into a pump."

"The notion that AST has a financial opportunity remotely related to "$1.1 trillion" in global wireless service revenue as included in AST investor decks, or that 5.3 billion unique cellular subscribers on the planet is an appropriate figure to applying penetration rates to, is complete nonsense."

"The KOL expressed cynicism about the Vykat’s label’s “interesting claim” to not substitute inexpensive diazoxide suspension; questioned why anyone would pay for Vykat versus using the suspension; and expressed “amazement” that ChatGPT spits out an equivalent dosing table for suspension vs. Vykat"

"These new results, together with the facts that suing firms rarely achieve profitable settlements and firms can refute allegations conveniently without legal filings, provide further support for Brendel and Ryans’ hypothesis that target firms predominantly file lawsuits as a “bluffing strategy.”"

"The forces on these eVTOL propellers, and a helicopter tail rotor are strong and cause bending moments on the blades of the propeller. When rigidly attached, these bending moments can manifest as substantial vibrations and noise, and lead to blade failure or other objectionable resonance issues."

"All these points reflect the complex and unfavorable situation that comes with Ceres' business model and technology: overreliance on uncontrollable facts, competing with traditional technology, burdening licensees with significant risk and competing in a small market with an unproven technology."

"Lasertec's reported margin is significantly higher than every one of the five largest semiconductor equipment companies in the world by revenue – even eclipsing ASML's, a $350 billion market cap giant which invented EUV lithography systems and has a real monopoly unlike Lasertec's fictional one."

"Hackett left Riverstone’s Board to form, and become, the CEO of Alta Mesa Resources - created through a blank check company called Silver Run Acquisition Corp. II Alta Mesa fell into distress and the SEC is conducting a formal investigation into its financial controls and an "impairment charge""