"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"
Callouts & quotes from 338+ activist slides
Every emphasised callout and every pulled quote, extracted slide-by-slide. Search by keyword, filter by slide type or by source.
"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"
"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)"
"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."
"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."
"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."
"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."
"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."
"strengthen the Board of Directors, adding the necessary capabilities to oversee large capital deployment in areas which are not BP's core business and have BlackRock's non independent director Pamela Daley removed from BP's Board."
"Based on concerning actions taken by the current Board over the past few months, shareholders should have no reason to believe these directors have the strength and independence to hold management accountable for its new promises."
"His 40- plus years of global operating experience, financial expertise, consistent performance and an impressive track record serving on the boards of directors of public companies, will make him a valuable addition to the Board."
"Allied's auditors, Arthur Andersen LLP, either would not, could not, or did not feel they were required to provide Allied's Board of Directors and Shareholders in 2001 the following assurance they had provided in previous years."
"We believe McDonald’s needs independent directors who will drive the Company’s commitments to ESG, including animal welfare, forward and protect shareholders’ interests because the current Board has historically failed to do so."
"On behalf of Ancora’s clients, the destruction of value at Forward Air since 2023 by Chair George S. Mayes, Jr., Director Javier Polit and Director Laurie A. Tucker requires Ancora to attempt to remove the problematic directors."
"In stark contrast, the four incumbent directors we are seeking to replace, who have collectively reaped millions in Board fees, have only purchased 78,000 shares of Office Depot common stock in the market in the last ten years."
"Prior to Starboard’s involvement, Huntsman ONLY ADDED directors to an otherwise entrenched Board. Huntsman in fact went out of its way to NOT REFRESH interconnected directors by repeatedly waiving mandatory retirement policies"
"An oversized board (16 directors vs. 10.8 of S&P 500) with low percentage of independent directors (62.5% vs. 85% S&P 500), very long tenure (10 years vs. 7.8 years of S&P 500) and low women participation (31% vs. 33% S&P 500)"
"An oversized board (16 directors vs. 10.8 of S&P 500) with low percentage of independent directors (62.5% vs. 85% S&P 500), very long tenure (10 years vs. 7.8 years of S&P 500) and low women participation (31% vs. 33% S&P 500)"
"TO US, IT APPEARS THAT THE REAL REASON PHILLIPS 66 REBUFFED MR. GOFF HAS NOTHING TO DO WITH HIS INDEPENDENCE FROM ELLIOTT, AND EVERYTHING TO DO WITH HIS INDEPENDENCE FROM CEO MARK LASHIER AND THE COMPANY’S BOARD OF DIRECTORS."
"Land & Buildings seriously questions whether the NHI directors can faithfully execute their fiduciary duties to shareholders given their longstanding professional and personal relationships with Robert Adams and Andrew Adams."
"Insiders have been aggressive sellers of DXCM shares throughout the history of the Company, and sold in particular size as the stock ran up in 2015. Insiders and directors now own just 1.8% of shares, down from 8.2% in 2012."
"Rather than constructively engage with shareholders over legitimate concerns, the Board instead chose to hastily remove four committee chairs and appoint three new directors, two of whom lack public company board experience."
"We believe that the presence of Petit on INS's board of directors is indicative of potential lack of oversight/accountability for top-management, and that INS's board may not be working in the best interests of shareholders."
"We would therefore welcome the opportunity to meet with the Special Committee and its advisors, and, as appropriate, other members of the Board of Directors and senior management when you are ready to discuss our proposal."
"We believe the targeted directors cannot be trusted to act in shareholders' best interest. We call on the Board to immediately engage with all potential buyers, including Clearlake, instead of prolonging the sale process."
"Taubman's Board of Directors focuses only on the issuance outlined in option B, ignoring option A, which is to eliminate the dual-class voting share structure through a negotiation between the Board and the Taubman Family"
"Rather than putting the best people in place to drive shareholder value, the Board seems to be making costly deals and poor decisions at the expense of shareholders in order to insulate Mr. Shaw and incumbent directors."
"Past performance is the best indicator of future performance... Without change, shareholders are placing their trust in the same directors who approved strategies that destroyed billions of dollars of shareholder value"
"If this transaction has been partly motivated by political considerations, explain why the Airbus board directors are not in breach of their fiduciary duty to act in the best interests of Airbus and its shareholders."
"We Believe That Viacom is Significantly Undervalued Relative to its Peers and Assets and Can Deliver Material Returns Over The Long-term For Its Shareholders With Changes Made to its Leadership and Board of Directors"
"Excluding current board members elected as a result of the Company's settlement with Starboard, 75% of new independent directors / nominees since spin-off have had strong interconnections with existing board members!"
"We look forward to providing shareholders the opportunity to vote for new, highly qualified directors who will help the Company close the valuation gap and set it on the right course toward long-term value creation."
"Rather than constructively engage with shareholders over legitimate concerns, the Board instead chose to hastily remove four committee chairs and appoint three new directors who largely lack public board experience."
"We will vote AGAINST these three directors, who supported the disastrous acquisition of Omni in August 2023, leading to an approximately 80% decline in equity value and the accumulation of extremely burdensome debt."
"If the Board’s decision did not stem from a focus on self-preservation and prolonging a standalone existence for Forward Air, then the directors are just lacking the competence and knowledge to serve as fiduciaries."
"Spruce Point believes that Zebra needs a refresh at the Board level. We are concerned that 50% of the Board has been entrenched for over a decade with Directors Maniere and Smith having served for over two decades."
"Since January 2012, DuPont has provided nine different versions of 2011 EPS. Can DuPont’s independent directors explain why that is? Trian’s nominees will seek to ensure that the board holds management accountable."
"Since January 2012, DuPont has provided nine different versions of 2011 EPS. Can DuPont's independent directors explain why that is? Trian's nominees will seek to ensure that the board holds management accountable."
"Rather than constructively engage with shareholders over legitimate concerns, the Board instead chose to hastily remove four committee chairs and appoint three new directors who largely lack public board experience"
"Since January 2012, DuPont has provided nine different versions of 2011 EPS. Can DuPont’s independent directors explain why that is? Trian’s nominees will seek to ensure that the board holds management accountable."
"Since January 2012, DuPont has provided nine different versions of 2011 EPS. Can DuPont’s independent directors explain why that is? Trian’s nominees will seek to ensure that the board holds management accountable."
"The outside directors have overseen persistent capital allocation failings, dismissed shareholder concerns, and failed to ensure basic checks and balances on management - rendering their ongoing tenure untenable"
"The Board should immediately form a Special Committee of independent directors with its own independent legal counsel and financial advisor to protect the independence and confidentiality of their deliberations."
"This is a crucial time for Sony Technologies to capitalize on growth opportunities. A dedicated management team and Board of Directors would increase likelihood of achieving targets laid out at 2019 Investor Day"