"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."
Callouts & quotes from 1,420+ activist slides
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"Given the apparent willingness of the current Board members to take extraordinary action to entrench themselves, as exemplified by the Reincorporation Proposal, we have little choice at this time but to immediately commence the process to call a special meeting of shareholders."
"Elanco is an animal healthcare company with promising products in a secularly growing industry. This campaign is about bringing execution and accountability to an insular Board that has not properly overseen management and destroyed billions in shareholder value in the process."
"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."
"Mr. Warner's 30+ years of experience building and leading organizations in digital media and marketing and his deep expertise in general management, business development, strategy and planning, will enable him, in Starboard's view, to provide effective oversight of the Company."
"Warning: Given concerns we will document about Oatly's: 1) Lack of adequate financial disclosures, 2) Three auditors in six years, and 3) Evidence of key financial and operational metrics not adding up, we find it curious that the Company appointed Frances Rathke to the Board."
"Nelson Peltz, and Jay Rasulo – who ran Disney’s Parks business for nearly a decade – will work with the Board to execute on a clear vision for Parks targeting at least high-single digit operating income growth to ensure adequate returns on the $60 billion of capital investment"
"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."
"Nelson Peltz, and Jay Rasulo – who ran Disney’s Parks business for nearly a decade – will work with the Board to execute on a clear vision for Parks targeting at least high-single digit operating income growth to ensure adequate returns on the $60 billion of capital investment"
"However, the Company’s reactive changes to date, while a step in the right direction, have for the most part failed to address the serious operational issues facing the Company, namely the current Board’s unwavering pursuit of a high-cost, value-destroying status-quo strategy."
"We look forward to a collaborative and positive dialogue with Cognizant’s Board and management. To that end, we respectfully request a meeting in the next few weeks with the full Board during which we can share a detailed presentation of the Cognizant Value-Enhancement Plan."
"Starboard believes that Mr. Feld's experience as an active stockholder, board member, and expert in capital markets and corporate governance practices, as well as his knowledge of intellectual property licensing, will enable him to provide invaluable oversight to the Board."
"With all of this in mind, hopefully it's clear that the only credible path to actually reducing risk and shifting to a proven strategy is to elect ALL SEVEN members of the Shareholder Slate, so its proposed management team and plan have support from a majority of the Board."
"Despite a recent Board overhaul, we believe the fundamental dynamic remains unchanged: there is no effective counterweight to the Greenbergs, who have consistently demonstrated a disregard for adhering to best practices in public company and corporate governance practices."
"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."
"There is much more work to be done that can produce even more value for shareholders. Unfortunately, the current Board has refused to work constructively with Starboard to reconstitute the Board in a manner consistent with the best interests of the Company’s shareholders."
"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."
"We have issues with TeliaSonera’s continuation of two previous accounting gimmicks that in 2013 and 2014 (the two years for which this board is responsible for the financials) respectively inflated reported EPS by SEK0.19 per share and SEK0.12 per share, or 5.9% and 3.8%."
"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"
"Rather than holding management accountable for right-sizing the cost structure of GCP’s SCC business and actually improving operations, the Board has settled on accepting market exits to stem the significant losses generated by GCP’s fundamental operating inefficiencies."
"Mr. Lamphere would be a valuable addition to the Board given his extensive experience serving as a founder, public company board member with operations, financial, strategic and safety experience across influential companies in the railroad and transportation industries."
"We believe it is Clear that the Current Board Has Failed in its Oversight of the Company and that Shareholders Deserve and Require Board Representatives Who Are Not Only Incredibly Well-Qualified and Experienced, But Who Are Committed to Holding Management Accountable."
"As Chair of the Compensation committee for each of the last 3 years, Glass Lewis has recommended that shareholders vote AGAINST Ms. Evans' continued service on the Board of Office Depot and has questioned whether she should even serve on any other public company board."
"Phillips 66 (NYSE: PSX) shareholders, it's time to vote for a brighter future and better corporate governance. Vote the GOLD card FOR Elliott's board nominees Brian Coffman, Sigmund Cornelius, Michael Heim and Stacy Nieuwoudt, and FOR corporate governance enhancements."
"The Starboard slate includes individuals with deep expertise in Tessera’s key markets, a broad understanding of the intellectual property licensing and technology components businesses, and the independence necessary to hold management accountable for its performance."
"We believe this repeated behavior is the outcome of broader and more systemic problems, including a poor corporate culture that appears to reward loyalty to the founder over performance, a Board that has failed to provide true accountability for delivering on results."
"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."
"Jeffrey C. Smith, being sworn, states under oath: I executed the foregoing letter, and the information and facts stated therein regarding Starboard Value LP's status as a beneficial owner of Box, Inc. and the purpose of this demand for inspection are true and correct."
"Believes Company Announcement to De-Stagger Board Two Days Before Annual Meeting and 10 Years after More than 85 percent of Common Shareholders Voted for this Measure is Too Little Too Late and Fails to Address Deeply Imbedded Issues with Taubman Governance Structure."
"Excluding Mr. Shoiry’s ownership, the remainder of the Board owns just 0.05%. We believe the announcement that Mr. Shoiry is retiring from the Board is a step in the right direction. However, we believe the timing is very suspicious considering our report’s findings."
"Women make up 67% of ELF’s Board, 56% of senior leadership and almost 80% of all employees. Therefore, we believe its brand equity and success is highly sensitive to the perception that it supports organizations with positive connections to women’s health and rights."
"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"
"Cornelius' significant executive level energy industry experience, background in strategic planning and risk oversight, and extensive public board experience - including at companies in the refining sector - would make him a valuable addition to the Phillips Board."
"Cornelius' significant executive level energy industry experience, background in strategic planning and risk oversight, and extensive public board experience – including at companies in the refining sector – would make him a valuable addition to the Phillips Board."
"Cornelius' significant executive level energy industry experience, background in strategic planning and risk oversight, and extensive public board experience - including at companies in the refining sector - would make him a valuable addition to the Phillips Board."
"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"
"We believe that Ms. Giesselman’s significant leadership experience as a specialty chemicals industry and her expertise in growth strategies and innovation, as well as her service on a number of public company boards would make her a valuable addition to the Board."
"We look to management and BHP’s Board to work positively and constructively towards achieving unification, and as a result greatly enhanced future capital returns, as an important part of its self-professed commitment to BHP’s “value-driven simplification journey”"
"To maximize the value of Dye & Durham, the Board needs to incentivize management to optimize its return on invested capital, focus on organic growth and consider acquisitions in a measured and disciplined way – instead of trying to hit an arbitrary EBITDA target."
"We believe the Red Lobster Sale, combined with management and the Board’s poor capital allocation, excessive corporate spending, and lack of focus on restaurant operations, has already threatened the sustainability of Darden’s investment grade rating and dividend"
"We believe the Red Lobster Sale, combined with management and the Board’s poor capital allocation, excessive corporate spending, and lack of focus on restaurant operations, has already threatened the sustainability of Darden’s investment grade rating and dividend"
"Although operationally we believe SRG could be spun off in approximately 6 months, as discussed in Section XI, we would recommend a more conservative approach, with management and the Board focusing first on the operational turnaround and real estate separation."
"Although operationally we believe SRG could be spun off in approximately 6 months, as discussed in Section XI, we would recommend a more conservative approach, with management and the Board focusing first on the operational turnaround and real estate separation."
"For over three years Bluebell Capital Partners (“BCP”) sought a constructive dialogue with BlackRock’s (“BLK”) Board. As the Board refused to engage, we were left with no alternative but to directly address BlackRock's shareholders to request governance changes."
"Trian Consumer Investments where Nelson Peltz served on the Board have: 1) Grown earnings per share (“EPS”) +780 basis points (“bps”) faster than the S&P 500 annually; and 2) Achieved total shareholder returns (“TSR”) of +880bps greater than the S&P 500 annually"
"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."
"For over three years Bluebell Capital Partners (“BCP”) sought a constructive dialogue with BlackRock’s (“BLK”) Board. As the Board refused to engage, we were left with no alternative but to directly address BlackRock’s shareholders to request governance changes."
"Spruce Point believes investors should be outraged that management is receiving “off cycle” RSU grants to “retain” management. Is something going wrong at Stryker that the Board is helping to conceal from investors such that management needs inducements to stay?"
"These charts represent the aggregate results of a pattern that has been formed over more than a decade – a period during which the current management team and Board consistently and repeatedly sold stock, often at prices well below where the stock trades today."
"We believe that a key role of an independent board is to bring an outside perspective to challenge strategies that might have worked in the past but will likely need to evolve over time – contrary to Target’s board’s apparent instinct to maintain the status quo"
"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."
"a vote for Trian’s nominees is a vote for four highly qualified individuals who will seek to work collaboratively with the Board to: Assess the corporate structure and determine whether management is capable of achieving best-in-class revenue growth and margins"
"If the (2) Preliminary Alternative Plan was “prepared to illustrate to the Forescout board the degree of variability” in Forescout’s sales pipeline and future expenses, why was it not provided to prospective buyers alongside the more optimistic (1) Target Plan?"
"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"