Callouts & quotes from 315+ activist slides

"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."

"Unanimous support: At Phillips 66 (NYSE: PSX), leading independent proxy advisors Institutional Shareholder Services, Glass Lewis and Egan-Jones support Elliott's case for change, greater accountability and highly qualified board candidates."

"According to an independent accounting expert, the current 20% stake in OLC means that, under applicable Japanese accounting rules, this stake is valued at an 83% discount to its traded market value - equivalent to US$5.9bn of missing value"

"The complex multi-step logistics involve several independent moving parts, each affected by different factors (traffic, accidents, variable road conditions), so timing and reliability are going to necessarily be inferior to direct shipping."

"Our long idea is AerCap Holdings N.V., ticker AER. AerCap is the largest and, in our view, the best managed independent lessor. In a market with few bargains, we believe that the stock is cheap and offers a good risk-reward opportunity."

"The role of the CEO is to run the company. The role of the Board is to provide independent oversight of the CEO. Therefore, in general terms, there is an inherent conflict of interest for a CEO to act as her/his own oversight as Chair."

"Spruce Point highlights that FIGS materially expanded its Risk Factor language around its market opportunity in the recent 10-K. Of notable concern, FIGS now warns it has "not independently verified" any market opportunity estimates."

"This appears suspiciously convenient to us. If these inconsistencies represent honestly misreported numbers which were ultimately revised on the 20-F, it is extremely unlikely that the independent discrepancies would offset exactly."

"Michael sets the tone for not only the Company, but, more importantly, for independent distributors, that there is room at the top, that this is an aspirational business, and he paints that picture with kind of dreamy type of goals."

"We’re calling on the Audit Committee, led by Harvard Business School Dean Srikant Datar, to review our report with an independent forensic investigator. We believe it’s time for CEO Lobo and CFO Boehnlein to resign or be terminated."

"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."

"If Hess is “realizing synergies from the transfer of technical skills and operating capabilities globally”(1) then... Why is Hess a less efficient operator in unconventional plays than independents without global offshore assets?"

"No. Although independent verification reports in China and toilet paper are often intended to hold the same substance, our research indicates that investors are much better off sticking with 2-4 ply toilet paper in the bathroom."

"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."

"Private sector conflicts of interest – and outright private sector corruption – are too significant in China for investors to put any faith in market research commissioned by research subjects – it is anything but independent."

"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)"

"PowerSchool claims that Amy McIntosh is an "independent" director. However, we question her fitness to the Board given her director role at EAB Global, a reseller owned by Vista Equity, the largest voting control shareholder."

"In reality, Mr. Fife is not a truly independent director, and as a senior advisor to BC Partners, we believe he will still be heavily inclined to protect BC Partners' interests above the interests of the common shareholders."

"Without a large enough balance sheet of its own to support this, PLUG entered into sale/leaseback agreements with a number of financial institutions and independent renewable energy funds to facilitate these customer leases."

"Unfortunately, kids (or future hobbyists) are less interested in bikes both in the U.S. and in the U.K., WD-40’s largest foreign market. Casual and regular bicyclists are in perpetual decline as are independent dealerships."

"Spruce Point finds little independent evaluation of management's claims from the sell-side analysts, whom are compensated with lucrative fees for assisting GFL with financing and M&A advisory fees to implement its roll-up."

"All candidates are fully independent of Palliser, Keisei and affiliates. If appointed, none of the candidates will be considered over-committed even by the strictest policies applied by global investors and proxy advisors"

"Ginkgo really needs to control these entities because if they can't then—what they want is for these subsidiaries or for these joint ventures, these supposedly independent companies to be obligated to use Ginkgo services."

"After two years as CEO, Dr. Kleinfeld re-combined the Chairman and CEO positions. Since then, Dr. Kleinfeld has held both positions. But a lead independent director can be just as good as an independent chairman, right?"

"How is Billy Taubman, Taubman's Chief Operating Officer, supposed to provide an independent review when the Company's operating performance - which he is responsible for - massively underperforms its Class A Mall Peers?"

"From analysis conducted under AMR’s own “independent” and “Qualified Expert” Marshall Miller & Associates, we see that 2021 production was 15.613 million tons, well below the 16.2 – 16.3 million tons claimed elsewhere."

"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!"

"New, independent oversight is drastically needed to ensure that current investments are measured properly with an appropriate risk-reward to provide shareholders with the highest probability of success in the future."

"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."

"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 fact that each independent director signed off on a letter full of purposefully misleading statements and accusations has made us more certain than ever that significant change is needed on Phillips 66's Board."

"In contrast, our proposal at the BlackRock AGM is entirely based on the specific analysis of the lack of independent oversight, affecting in practice the malfunctioning of corporate governance within the company."

"Details within a 2016 Chinese lawsuit independently corroborate that TAL not only continued to lease GZ 1-1 learning center space after the time of the purported disposal, but was also paying the rent in advance."

"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."

"Landmark illustrates the need for independent directors with experience in distribution to provide proper oversight and protect shareholders from reckless deployment of capital and poorly conceived acquisitions"

"Our independent and highly qualified nominees have the right skills and experience to help the Board hold McDonald's accountable and establish realistic targets, verify progress and meet stated ESG commitments"

"Our independent and highly qualified nominees have the right skills and experience to help the Board hold McDonald's accountable and establish realistic targets, verify progress and meet stated ESG commitments"

"Also Deloitte's final note at Dairy Crest (U.K.) warning about the greatest potential for fraud around revenue recognition and "topside journals" is a big departure from its prior Independent Auditor Report."

"The following considers in greater detail the financial, operational and strategic benefits that could accrue to each SeparateCo (AOL, Content, Publishing and TWC), if it were an independent, public company."

"The fact that a purportedly independent distributor would have a single file of ANTA email addresses, commingling people supposedly independent from ANTA with people working at ANTA, is evidence of control."

"The logic for the creation of four independent companies is based on the business strategy, operating capabilities, degree of collaboration with the other business units, financial performance and strength."

"According to the independent expert report, Keisei’s true ROE over the past 3 and 5-year periods falls well below investor and proxy advisor thresholds which can trigger votes to hold management to account"

"We believe that, if elected, Ron’s extensive academic and real world experience as an independent board chair would ensure fair process, fair dealing, and diligent care for the benefit of all shareholders."

"Spruce Point believes it may be time for significant change at Healthcare Trust of America, Inc (NYSE: HTA) if the Company’s financial reporting cannot pass the audit review of an independent third party."

"In both the 10-K and investor presentation, AMR references 16.2 – 16.3 million tons of coal produced in 2021. However, the next slide will show that an independent evaluation references 15.6 million tons."

"The disclosure makes it clear that not only is the 32-qubit system not being sold, it isn’t even available “for customer use or independent verification by a third party” – which may “even never occur.”"

"We recap below the events and main points which we believe justifies our conviction that the Chairman (Helge Lund) of the Board and the Lead Independent Director (Dame Amanda Blanc) should be removed."

"Our extensive channel checks identified that CSTE's IKEA offerings are also offered by independent contractors, only IKEA's prices their stock at a 18%-35% discount to CSTE contractors' retail price."

"IMPORTANTLY, this does not mean AOL should not own content, but rather that choosing to own content is an independent decision from Search and needs to have a path to profitability in its own right."

"Outside of Michael Maroone, an experienced auto dealer executive with companies including AutoNation, no member of the Board of Directors is both independent and deeply experienced in the industry."

"Investors accustomed to the China fraud world know that independent third party evaluators can be manipulated in China – particularly when the client wants a corroborating or exculpatory finding."

"We do not believe an individual that has demonstrated such hostility towards stockholders attempting to exercise their fundamental rights is suitable for serving as our Lead Independent Director."

"Muddy Waters, LLC hereby offers to engage, at our own expense, an independent and qualified accounting firm to evaluate the independent committee's investigation into whether NQ Mobile is fraud."

"Contrary to CSTE's suggestions of independence, Freedonia's data should not be considered independent. Freedonia source information from CSTE themselves and are compensated for the data by CSTE!"

"By voting on the enclosed Gold Card for Elliott's four independent nominees – Brian Coffman, Sigmund Cornelius, Michael Heim and Stacy Nieuwoudt – you can be part of helping deliver this change."

"However, this claim of a scientific breakthrough is Ambry's own characterization, based on their internal data and not an independent, peer-reviewed publication at the time of the announcement."

"We believe these highly concerning actions demonstrate that the Board is beholden to management, and is not strong enough nor independent enough to represent the interests of ALL stockholders."