Callouts & quotes from 515+ activist slides

"We do not believe the Audit Committee is made up of truly independent directors. For instance, according to Chinese filings, the Chairman of QTT's Audit Committee, Li Feng (李峰), appears to be a 12% shareholder of one of QTT's most significant undisclosed related party advertisers."

"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 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"

"Tempus executives, directors, and shareholders have a history of working together to promote disruptive technology companies with large market potential. However, one common theme is that each company blind-sided investors with restated financial results and a material weakness."

"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."

"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"

"Asserting the contrary, from 2015 until now, demonstrates two things only: 1. BlackRock's Board of Directors lacks adequate independent oversight 2. Ms. Wagner herself has confirmed that she is not independent by relying on an assessment that she must know is plainly unfounded."

"Asserting the contrary, from 2015 until now, demonstrates two things only: 1. BlackRock's Board of Directors lacks adequate independent oversight 2. Ms. Wagner herself has confirmed that she is not independent by relying on an assessment that she must know is plainly unfounded."

"Legg Mason, Inc. (NYSE: LM) announced today that it has increased the size of its Board of Directors from 10 to 12 members and has appointed Nelson Peltz and Ed Garden of Trian Fund Management, L.P. ("Trian Partners") to the Company's Board of Directors, effective immediately."

"Spruce Point sees an inherent conflict if Director Sastry has received funding from Mr. Siebel. Berkley's website says it is an endowed chair.(1) How objective can he be in his decision-making, and will he look out for shareholders' interests ahead of Mr. Siebel's interests?"

"We are concerned that three of Parkland's directors have served on the Board for twelve years or more, including Chairman Jim Pantelidis who has served on the Board for 24 years, and Mr. Spencer and Mr. Bechtold who have been on the Board for 21 and 17 years, respectively."

"While adding a new independent director with retail experience is a step in the right direction, we believe Mr. Massey’s nomination was reactionary to our involvement and we question whether the Board would have taken such action were it not for our pending proxy contest."

"Limiting director tenure allows new directors to the board to bring fresh perspectives. An excessive tenure is considered to potentially compromise a director's independence...For the US, Canada, Hong Kong, and, Singapore, lengthy tenure is defined as nine or more years."

"Keisei's Board is swollen by an excessive number of inside directors resulting in misalignment with peers and falling short of acceptable governance standards – at least 4 of Keisei's current inside directors offer little to the Board and should not stand for re-election"

"D. Bruce Horton served early on UEC's audit committee and served as CFO (2006-2007). He had a controversial past as Co-Founder, Director and CFO of Clearly Canadian Beverage Corp. whereby the Company was sued, and allegations were made that Mr. Horton misled the market."

"Independence concerns over four out of the six outside directors (including direct links to OLC) raise serious doubts about their collective ability to fairly and objectively perform their duties – including fundamental checks and balances on management decision-making"

"Legions of lawyers hired by BlackRock's BoD, paid with shareholders' money, will not be able to convince anyone that, from a substantive perspective, Director Ms. Wagner does not have a material relationship with BlackRock's senior executives, hence is not independent."

"Legions of lawyers hired by BlackRock's BoD, paid with shareholders' money, will not be able to convince anyone that, from a substantive perspective, Director Ms. Wagner does not have a material relationship with BlackRock's senior executives, hence is not independent."

"Significant change is needed in DND’s boardroom today. The Engine Slate offers directors who possess superior skillsets and a plan to turn around the Company, effectively guide and oversee management, and restore trust with DND’s employees, customers and shareholders."

"We believe that Mr. Yanker’s significant managerial and operational expertise gained from his extensive experience advising and consulting for senior management teams, together with his public board experience, well qualifies him to serve as a director of the Company."

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

"Oh, there were other sales directors like that, too, absolutely. What would happen is their sales reps would push back, and they would just move that sales rep to somewhere else. I'm not kidding. I saw that happen twice because of what they were doing."

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

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

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

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

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

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

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

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

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

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

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

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

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

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

"We find it interesting that Amdocs not only tends to hire from a pool of "connected insiders," but that it has gone so far as to bring former directors and executives out of retirement to fill roles rather than seek capable outsiders."

"Norfolk Southern’s transformation is at an inflection point. The board of directors has taken action to strengthen our business, protect our franchise, and ensure Norfolk Southern is positioned to deliver long-term shareholder value."

"While Maria Elena Lagomasino has overseen three problematic CEO succession processes as a director, Nelson Peltz has overseen several effective leadership transitions that have been well-received by shareholders and other observers."