Callouts & quotes from 281+ activist slides

"Spruce Point believes all of Rubicon Project's growth opportunities have petered out or failed to materialize. This explains why we believe it needed to seek a merger partner in Telaria, which had at least one revenue driver being CTV."

"In perhaps a classic case of “when genius failed,” their Midas touch as legendary investors has failed to translate to cleantech and EV batteries, where their actual track record is marked by a decade of high-profile scandals and duds"

"We believe the Street has failed to capture accounting gimmicks to boost CHD’s 2018 EBITDA. Analysts simply take CHD’s recent annual results at face value, and use it as a base-line for future year EBITDA growth and margin expansion."

"Zebra was asked twice about Fetch Robotics on the Q2'24 conference call, and we think the CEO failed to provide any concrete update or specifics other than a reference that customers are giving them an opportunity to sell solutions."

"Intuit frequently touts its AI and how its models are inherently advantaged from its vast trove of customer data. However, TurboTax Assist seems to have failed even the most basic queries from a Washington Post technology reporter."

"Seventeen acquisitions since Jacobs took control of XPO, $6.1 billion of capital deployed, and it has generated $73m of cumulative adjusted free cash flow = a failed business strategy yielding a 1.2% return on capital investment."

"Based on the data below, since the deal was first announced on November 7, 2022, we suspect that Luxor and its affiliates, may have been, or may be currently short IAA to benefit from IAA's shares declining upon a failed merger."

"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."

"Axon's financial operating metrics continue to slow down and deteriorate. The fact that this happened ahead of the CFO transition, 10-K delay, and multiple SEC comment letters that Axon failed to promptly address are concerning."

"Preventing shareholders who do not support the Company's failed leadership and oversight from purchasing additional stock reflects exceptionally poor governance and underscores the immediate need for accountability at Southwest."

"Now that we've established that Stryker has failed at unifying over 40 technology systems, let's take a closer look at its inventory reporting. Inventory reporting is a critical link toward reporting gross margin profitability."

"Defendants knew or should have known that they were benefiting from fraudulent activity, or at a minimum, failed to exercise reasonable due diligence with respect to Petters, PCI and Redtag in connection with the Ponzi scheme."

"Steve Jewett was one of two original Audit Committee members of UEC and he failed to disclose a troubling history. Mr. Jewett was barred by the CA institute from auditing any public companies after he mishandled another audit."

"As PARC continued to churn out technological breakthroughs, Xerox failed to combine this innovation with sustainable and profitable business models – often selling their creations for little to no long-term value for Xerox:"

"We cannot envision a scenario where the shareholders of Yahoo would entrust the current management team and Board with executing a standalone turnaround plan given the years of failed attempts under the current leadership."

"The Company acquired Textile Effects as a healthy business, broke it, failed to deliver on its promises of improved profitability, yet is now attempting to take credit for a turnaround that should never have been needed."

"Spruce Point doesn't believe the narrative that Stryker is a disciplined and successful capital allocator towards acquisitions. We believe it miserably failed in its objective to unify its ERP systems under 1 platform."

"The Defendant failed to take into account a material consideration, namely, that it was approving more panels over a larger area than were required to produce the stated (and a lawful) electricity generating capacity."

"Fake cycle life claims are a dime a dozen among solid-state startups. Infinite Power – a failed Apple acquisition - claimed a preposterous 75,000 cycle life, also based on a tiny, low energy density prototype like QS"

"While it appears more substantive on the surface as an entity engaged in legitimate - albeit failed - R&D, later sections discuss why we believe that Ginkgo uses it as just another front to create fictitious revenue."

"After a reckless and failed acquisition spree from 2008-2012, Kratos teetered on credit default before divesting a key division to deleverage, and pivoting focus to hype its unmanned systems (aka drones) business."

"Investors in Comstock Mining (LODE) should come to grips with the fact that it has failed investors before in its previous efforts to become a mining company while under the management of CEO Corrado De Gasperis."

"Agrium's board failed to address obvious issues – such as disclosure and capital return – until publicly challenged to do so, and has spent significant shareholder capital to avoid discussing the remaining issues"

"Given PLSE's weak initial clinical data in thyroids, we predict a forthcoming commercial failure, inevitably leading to another PLSE stock crash like what happened in 2021 when its dermatology application failed."

"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"

"We believe it is damning that iRhythm failed to submit MDR reports related to an issue that could cause patient deaths given that MDR reporting failures were already an FDA criticism in its 2023 Warning Letter."

"Under the failed oversight of the Board’s ESG Committee, we believe Huntsman has reactively made a carbon neutral pledge and an unfulfilled promise of TCFD reporting in order to appease institutional investors"

"The FDA’s review exhibited zero awareness of the hypereosinophilia signal and failed to draw any potential link: “No clear association between pitolisant and pulmonary edema is apparent in this narrative.”"

"The Board and management have failed to optimize Parkland's profitability by allowing its expenses to grow faster than its gross profit from 2019 to 2023, which is the opposite of what peer companies did."

"Despite claiming to have high levels of visibility into revenue drivers and trends, Box failed to meet its commitments, but continued to claim that the business was on the right track and executing well."

"When MDA failed to hit its price targets and financial results started to disappoint, it was time to regroup and find a white knight savior... enter DigitalGlobe and the rebranding of Maxar Technologies"

"Not only did DY change the disclosure style of Customer Credit Concentration from a tabular to a text view, but also it clearly failed to disclose that Charter was a key credit risk in its latest 10-K."

"CPI PG has thus far failed to provide alternative explanations for the evident self-dealing and asset stripping of its controlling shareholder that appear to be hollowing out the value of the company."

"In 2020, FINRA found that Transamerica failed to properly supervise its agents, noting that agents' recommendations to clients contained materially inaccurate information or omitted essential details."

"Spruce Point believes this is an unusually short earnout period. We observe that no contingent consideration was paid by Generac in Q1 2022 which suggests that Off Grid failed to hit its milestones."

"Under the failed oversight of the Board’s ESG Committee, Huntsman has reactively made a carbon neutral pledge and an unfulfilled promise of TCFD reporting in order to appease institutional investors"

"HMG has failed to make meaningful progress in governance standards which would be in keeping with its status as a leading global automotive brand and the HMG Restructuring Plan is a reminder of this"

"Even before the 2018 Investor Day, the Company had failed to fulfill its commitments to shareholders for many years. We do not believe poor operational execution since 2018 is an isolated incident."

"Porch is a low quality lead generation business, and another attempt by Ehrlichman to recreate The Active Network vertical software story, which ultimately failed and was taken private at 2x sales."

"According to our calculations, the rate of signed franchisees in their first year that have failed to successfully get to their second year has been increasing since the IPO, eclipsing 67% in 2021."

"Spruce Point finds clear evidence that Generac's portable generator business is under pricing pressures, and management has failed to disclose any price issues associated with the business line."

"We propose an immediate improvement to the Company by replacing four of the six legacy Board members as a direct result of their failed attempt to create shareholder value over the past 11-years"

"QTT claimed that we are dishonest, yet they failed to disclose that 5 of Shanghai Jifen’s subsidiaries had their equity frozen by the Chinese courts the day before their response was published."

"Since Ancora’s involvement, Berry has made a series of positive changes – yet we believe the public market has failed to fully and fairly value the company, creating an investment opportunity."

"Beijing Momo invested RMB 230,000 in one of its top 5 agencies, Beijing Mushang Culture Media, on November 30th, 2017 and failed to disclose the subsidiary in its 2017 20-F (filed April 2018)."

"In fact, we believe many acquisitions have been companies that have peaked, restructured, and/or seen declining growth. Thus, we would classify many as "legacy" platforms that failed to scale."

"ROAD's story is followed by a roster of lower-tier brokers whom we believe have failed to conduct a rigorous forensic analysis that challenges the glowing narrative being spun by the Company."

"To believe in Nova's story that it has attractive gold prospects, one has to believe that management found a diamond in the rough where previous explorers failed to see the vast opportunity."

"DY's story is followed by a roster of lower-tier brokers whom we believe have failed to conduct a rigorous forensic analysis that challenges the glowing narrative being spun by the Company."

"Archer has failed to keep aircraft mass below 6,000 lbs and this example is one of many instances where Archer downplays Joby's accomplishments in order to falsely elevate its own standing."

"Since Norfolk Southern's public relations firms failed to place smear pieces about Mr. Boychuk in the media, the Board is now doing Mr. Shaw's dirty work by using innuendo in its letter."

"Despite all our evidence that Xylem has failed investors, we believe its rubber-stamping Board approved short-term annual incentive target changes that are beneficial towards management."

"While a select few were paid handsomely at shareholders’ expense, Edgewater failed to properly incentivize other non-NEO key producers (exposing the Company to risk of talent departures)"

"New Prison Realty did not fail because it was a REIT, it failed because: It had too much leverage; It had an overly aggressive development plan; Its tenant, OpCo, was also over-leveraged"

"Dollar Tree has failed to execute on the turnaround of Family Dollar and the chain continues to languish, with flat-to-negative same-store sales growth and continued margin compression."

"Excessive overhead and significant investments outside the core Digital Telephony businesses have failed to generate returns, and instead have resulted in massive losses for the Company"

"Incumbent Board may have failed to perform its fiduciary duty to act in the best interests of ALL shareholders in order to protect the interests of corporate insiders and wealthy heirs"

"The current management and Board of IPX is associated with one controversial individual and several public companies that have broadly failed to deliver lasting value for shareholders."

"The public disclosures about the terms of the agreement have failed to clarify the extent of the commitments made by AOL and the potential limitations on future strategic agreements."

"The wholesale investor completely failed to settle the 380ha plot recognised in FY 2010, managing to raise only a nominal amount from its prospectus as evidenced in the next figure."