Callouts & quotes from 1,420+ activist slides

"Poor Controls over Equity Grants: That the board did not become aware until several years after the fact that multiple grants to the CEO were in violation of the Company's incentive plans indicates that it did not have adequate controls in place to monitor the Company's executive compensation practices."

"Norfolk Southern shareholders will benefit from electing Mr. Clyburn to the Board because his various experiences will add a unique perspective, one that is unavailable from any other board candidate, that prioritizes safety, compliance, good governance, and maximizing long-term value for shareholders."

"Given the significant overlap between the Board and legal counsel of DSP and CEVA, we are concerned whether the ultimate decision to license technology from CEVA for DSP’s HDClear solution was compromised by the potential financial benefit to these individuals arising from their relationship with CEVA."

"Independent Board representatives that will: Run a process to hire the best CEO and executive team, Set proper performance targets and incentivize and compensate management appropriately, Monitor and review the performance & strategy of the new leadership team, Hold the new leadership team accountable"

"We believe the spin-off, which is the result of an in-depth review of strategic alternatives by our Board and management, will allow both companies to enhance value by allocating capital and deploying resources in a more focused way, while preserving and increasing synergies within their businesses."

"We seek to safeguard shareholder value by giving shareholders an opportunity to vote on resolutions (the “Resolutions”) which, if passed in their entirety, will immediately: (i) remove seven directors from the Capricorn board... (ii) appoint as directors six highly qualified, independent candidates."

"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."

"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"

"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."

"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."

"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""

"Since it appears the Company has little interest in letting shareholders have their say regarding the Red Lobster Separation, 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."

"Seemingly unlike iRhythm’s Board, we do not believe the same management team that resided over a systematically flawed quality and compliance system should receive extra incentive compensation just to remediate their shortcomings, obey basic medical device laws, and cease endangering patients."

"While developing a chip rather than licensing HDClear may or may not be the right answer over time, we believe it is critical to have independent Board members who can assess the risk-reward of each option with an open mind, so that HDClear has the highest chance of success over the long term."

"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."

"Starboard believes Mr. Riedel's direct involvement in the restructuring of Nortel, including the sale of the Nortel's patent portfolio for $4.5 billion, as well as his knowledge of the technology industry and leadership experience, will enable him to provide invaluable oversight to the Board."

"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 believe the proposed transaction will not close the Company's substantial discount to net asset value ("NAV") and is a thinly veiled attempt by management and the Board to rid themselves of a decades-long poor track record rather than address the fundamental issues challenging the Company."

"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 urge you to change direction and do the right thing for shareholders. As we have expressed to you, we expect the shareholders’ interest to remain of paramount importance and will look to make significant changes to the Board if you continue to make decisions that destroy shareholder value."

"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."

"Spruce Point believes that changes in Executive and Board leadership at Enfusion are highly troubling. Notably, at least two members have served at companies targeted recently by other short sellers while the CEO was Chief Risk Officer at a firm that settled with the SEC for illegal trading."

"Prior to Starboard filing a Schedule 13D on September 17, 2012, Office Depot’s stock price had materially underperformed both the broader equity markets, its Peer Group, and its direct office supply superstore (“OSS”) competitors – Staples and OfficeMax – over almost any measurement period."

"Based on these facts, it seems that the Board has interpreted the revised regulation (EN-3) to suit its own interests, viewing it as a means to construct solar installations of any size (e.g., 76 MW or 94 MW) while bypassing the need for authorization from the Secretary of State for Energy."

"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."

"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."

"As part of our diligence, we spoke with a former senior executive from the early days at Monolithic. His insights about the Board, and notably that the Audit Chairman was asked to leave for “asking questions the CEO didn’t like” that “rocked the boat” should be viewed as a major red flag."

"If shareholders do not see progress soon, then we believe it would be incumbent upon the Board to take more substantive actions to ensure that the value of the Company is maximized. We believe these actions should include potential management changes and exploring a sale of the Company."

"It is crucial, Elliott wrote, that the Board understand that Southwest’s leadership has already lost the trust of its shareholders, and that shareholders simply do not believe this Board and management team are capable of devising and executing a bold new plan to turn around Southwest."

"Instead of embracing responsible governance and a spirit of collaboration, Mr. Kelly and Mr. Jordan have resorted to entrenchment tactics – so-called “poison pills,” one-off announcements of long-overdue changes, and a rushed, unilateral Board refreshment process that lacks legitimacy."

"We intend to vote “AGAINST” George S. Mayes, Jr., Javier Polit and Laurie A. Tucker at the 2025 Annual Meeting to hold them accountable for their missteps and to send a message to the Board that shareholders will not tolerate more episodes of avoidable value destruction at Forward Air."

"It is crucial, Elliott wrote, that the Board understand that Southwest's leadership has already lost the trust of its shareholders, and that shareholders simply do not believe this Board and management team are capable of devising and executing a bold new plan to turn around Southwest."

"We believe that Mr. Smith’s extensive knowledge of the capital markets, corporate finance, and public company governance practices as a result of his investment experience, together with his significant public company board experience, would make him a valuable addition to the Board."

"With ~30% of revenues tied to BH, the equity story is very dependent on success of the partnership between Baker Hughes and C3. However, multiple contract amendments pushing revenue into the future, and the resignation of BH's CEO from C3's Board all point to a troubled relationship."

"We believe that Mr. Smith’s extensive knowledge of the capital markets, corporate finance, and public company governance practices as a result of his investment experience, together with his significant public company board experience, would make him a valuable addition to the Board."

"Since the Company has little interest in letting shareholders have their say regarding the Red Lobster Separation, 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."

"KOL's elaborated on the dynamic described by former employees, calling the pushing of stimulator trials as "straight up fraud" and "a big problem," saying that doctors "pump bodies" through stimulator clinics, particularly in high-abuse states with "giant billboards" for stimulators."

"Calling the EGM reflects Palliser's loss of confidence in the judgement and priorities of the Company's current board, resulting both from an unwillingness to respond to shareholders' concerns and a sustained inability to execute a value accretive corporate strategy for shareholders."

"Now that Darden's egregious corporate governance practices have directly resulted in a substantial and easily avoidable destruction of shareholder value, in clear defiance of a strong shareholder directive, it is apparent that the majority of Darden's current Board must be replaced."

"Ms. Alvarado served on NewPower's board alongside several notorious Enron executives, including Richard Causey, Enron's Chief Accounting Officer; Ken Lay, Enron's Chairman; and Lou Pai, a key Enron executive who held multiple leadership roles, including CEO of Enron Energy Services."

"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."

"How can the CEO, two Board members and the outside legal counsel of DSP be expected to make decisions that benefit DSP, like re-entering the licensing business and competing against CEVA, when they have a substantial economic interest in CEVA that could be harmed by such decisions?"

"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 believe that Mr. Feld’s extensive knowledge of the capital markets, corporate finance, and public company governance practices as a result of his investment experience, together with his significant public company board experience, would make him a valuable asset to the Board."

"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 unconscionable that the Darden Board would allow the Company to sell its Red Lobster business for what amounts to a 'fire sale' price after shareholders clearly indicated that they did not want the Company to enter into a transaction unless it was subject to their approval."

"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"

"We believe that Mr. Feld’s extensive knowledge of the capital markets, corporate finance, and public company governance practices as a result of his investment experience, together with his significant public company board experience, would make him a valuable asset to the Board."

"Trian believes the attributes, skills and qualifications that Mr. Peltz possesses through his experience as a hands-on executive and active board member on numerous public company boards will provide DuPont and its Board with valuable industry knowledge and management experience."

"Trian believes the attributes, skills and qualifications that Mr. Peltz possesses through his experience as a hands-on executive and active board member on numerous public company boards will provide DuPont and its Board with valuable industry knowledge and management experience."

"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."

"We believe Edgewater's Board and management team cannot be trusted as stewards of the Company or to complete proper due diligence on any future transaction considering they failed to discover fraudulent and illegal activity within the Company's second largest acquisition to date"

"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"

"Trian believes the attributes, skills and qualifications that Mr. Peltz possesses through his experience as a hands-on executive and active board member on numerous public company boards will provide DuPont and its Board with valuable industry knowledge and management experience"

"If our plan is implemented by the company and just the core business is fixed (with no additional improvement in the value of the Alibaba and YJ stakes), we believe that Yahoo's stock would trade about $60/share or more than $30/share higher than the plan advocated by Starboard."

"If our plan is implemented by the company and just the core business is fixed (with no additional improvement in the value of the Alibaba and YJ stakes), we believe that Yahoo's stock would trade about $60/share or more than $30/share higher than the plan advocated by Starboard."