Callouts & quotes from 338+ activist slides

"Darden's directors have overseen an average underperformance of 153% during their tenure on the Board, and the four that are running for reelection performed even worse, with an average underperformance of 186%"

"Darden's directors have overseen an average underperformance of 153% during their tenure on the Board, and the four that are running for reelection performed even worse, with an average underperformance of 186%"

"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"

"The medical director stated that directors at Blue Cross affiliates around the country are in close touch, and that a domino effect would occur once of them forced usage of regular diazoxide suspension instead."

"Three key directors of C3, with otherwise impressive credentials, fail to disclose their corporate director roles at companies that went through accounting scandals and/or were alleged to have committed fraud."

"We also find it concerning that Disney's culture seemingly rewards executives and directors for avoiding conflict and punishes those who respectfully challenge the assumptions of leaders – even when justified"

"We also find it concerning that Disney’s culture seemingly rewards executives and directors for avoiding conflict and punishes those who respectfully challenge the assumptions of leaders – even when justified"

"If any members of the Board had knowledge of these serious issues for longer than what is implied in the Company’s recent disclosures, we believe those directors should immediately resign from the Board."

"Between that line and a few that followed, McLoughlin threw the board under the bus and with that, we don't see how Chairman [Les] Vinney and a few other directors can continue serving as board members."

"Allowed CEO Mark Lashier to consolidate Chairman role, add new directors with questionable independence from the CEO and receive generous compensation despite stock underperformance and missed targets"

"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."

"This is a once-in-a-generation opportunity for us, Norfolk Southern's owners, to put in place the right slate of directors, the right management team and the right strategy - all at the right time."

"Directors now cannot defer compensation and must take it in the current period. This raises our suspicion that insiders are opting to take cash out before financial stress increases in the future."

"Earthworx also connects GFL, Mr. Dovigi and Director Dino Chiesa, to Gordon Churchill of Port Perry. Mr Churchill, in addition to Mr. Villa, were both referenced as directors/owners of Earthworx."

"Why does Mr. Nayar conceal he is being paid by BC Partners on his GFL biography? GFL Directors receive no compensation from the Company, but is Mr. Nayar receiving compensation from BC Partners?"

"Recall: In Nov 2017 the SAIC charged Momo with of "Filing Corporate Information With the Intent To Conceal The Truth And Falsify" and three Directors abruptly resigned for "personal reasons"."

"ISS recommended shareholders vote against three incumbent AOL Board members, including James Stengel, who is Chair of AOL’s Compensation Committee and one of the directors we are challenging."

"With lower capital intensity, a focused board of directors, a streamlined portfolio and a credibly reduced exploration budget, we believe Hess International can achieve a premium multiple"

"Inconvenient truths are hidden under Directors and hand-waved away to be fixed later - the result is significant technical debt (in my opinion) in the core products while trying to scale."

"The annual election of directors reflects standard best practice in corporate governance, as evidenced by the fact that it has been adopted by nearly 90% of the companies in the S&P 500."

"BlackRock’s Directors Mr. Gerber (24 year), Mr. Slim (13 year) and Mr. Freda (12 year), lack the presumption of independence and dilute the level of ‘true’ Independent Directors to 62.5%"

"Elliott’s Streamline 66 plan could drive shares to $180 or higher—an increase of 75% or more—but it will take a Board of Directors willing and able to capture this significant potential."

"The annual election of directors reflects standard best practice in corporate governance, as evidenced by the fact that it has been adopted by nearly 90% of the companies in the S&P 500."

"Taubman's problems are self-inflicted – Taubman has repeatedly blamed poor performance on the industry when the problems lie with management and poor oversight by the Board of Directors"

"There needs to be a new board of directors selected to pick the next CEO; this new board needs sufficient experience in the important areas of media, technology, digital, mobile and OTT"

"Should these directors not receive a majority of the votes cast at the Annual Meeting, we believe it would clearly be inappropriate for such directors to continue to serve on the Board."

"Ballard is 76% owned by the public, making it a heavily retail driven stock. Ballard's management and directors own virtually no shares and its current ownership is near all-time lows."

"It seems clear to us that the current Board is laden with significant interconnections among directors that have created an insular boardroom environment that lacks true independence."

"An oversized board (16 directors vs. 10.8 of S&P 500) characterized by long directorship tenure (10 years vs. 7.8 years of S&P 500) and low female participation (31% vs. 33% S&P 500)"

"An oversized board (16 directors vs. 10.8 of S&P 500) characterized by long directorship tenure (10 years vs. 7.8 years of S&P 500) and low female participation (31% vs. 33% S&P 500)"

"Elliott has assembled a purpose-built slate of independent directors who collectively bring expertise and perspectives urgently needed to address the issues Phillips 66 faces today."

"Elliott has assembled a purpose-built slate of independent directors who collectively bring expertise and perspectives urgently needed to address the issues Phillips 66 faces today."

"Elliott has assembled a purpose-built slate of independent directors who collectively bring expertise and perspectives urgently needed to address the issues Phillips 66 faces today."

"Value Proposition: As CIO of Trian, Mr. Garden has worked with management teams and boards of directors at a number of world-class businesses to implement operational improvements."

"Value Proposition: As CIO of Trian, Mr. Garden has worked with management teams and boards of directors at a number of world-class businesses to implement operational improvements."

"We intend to vote “AGAINST” incumbent directors, Robert Webb and Charlotte Swafford, who are up for election at the Annual Meeting, and urge our fellow shareholders to do the same."

"The Board should be reconstituted with new, truly independent directors from outside of Southwest who have best-in-class expertise in airlines, customer experience and technology."

"The Board should be reconstituted with new, truly independent directors from outside of Southwest who have best-in-class expertise in airlines, customer experience and technology."

"Despite underperformance by the company, some directors' compensation has gone up. This implies very little accountability and lack of alignment to performance/financial results."

"Complacent leadership that does not see any upside opportunity vs. Highly credible independent directors nominated by a shareholder that sees a clear path to a $200+ share price"

"In multiple engagements, Elliott has worked with companies to effect meaningful portfolio transformation, even after encountering initial skepticism from directors or management"

"In multiple engagements, Elliott has worked with companies to effect meaningful portfolio transformation, even after encountering initial skepticism from directors or management"

"Does Hess think this washes clean John Mullin’s relationship with the Hess family? Such closeness ought to be inappropriate for board membership, let alone lead directorship..."

"Does Hess think that washes clean John Mullin's relationship with the Hess family? Such closeness ought to be inappropriate for board membership, let alone lead directorship..."

"Investors should strongly evaluate O’s Board of Directors, and in particular, its audit committee members tasked with overseeing management’s accounting and financial policies."

"Without validation of ROVI’s strategy and strengthened oversight by new and independent directors, shareholders risk being set up for yet another costly round of disappointment"

"With these facts in mind, we respectfully ask BP's collective Board of Directors to: Answer, without further delay, the thirty-six questions which were refused at the 2024 AGM."

"Momo insiders have sold $2 billion of stock since the IPO. Momo Executives and Directors, except for Tang Yan, are on pace in 2018 to sell more than 2x what they sold in 2017."

"The coming years will be critical execution years to unlock value at Sony Semiconductors, creating the need for oversight by a dedicated management team and Board of Directors"

"Vivendi has had issues with management... and appointed conflicted directors... who focused on Vivendi's interest over TIM... and as a consequence has destroyed value in TIM"

"Using a similar standard, Kao external directors whose most senior role is running a local subsidiary of a multinational with less than 1,000 employees would be unqualified."

"Given the Company's history of failed execution, we believe shareholders would welcome the appointment to the Board of two new directors with refining-operating experience."

"We believe the Board, including newly-appointed directors, attempted to disenfranchise the Company’s shareholders by significantly abridging the director nomination window."

"Given the Company's history of failed execution, we believe shareholders would welcome the appointment to the Board of two new directors with refining-operating experience."

"In our view, there continues to be a clear lack of operating discipline at the management level as well as ineffective oversight from the Board of Directors (the “Board”)."

"We are concerned that the Board’s actions were not only self-serving but also directly adverse to the best interests of shareholders and their ability to elect directors."

"We question why the Board, including new members added between 2018 – 2021, chose to overlook problematic conflicts and keep highly-interconnected directors on the Board?"

"We question why the Board, including new members added between 2018 – 2021, chose to overlook problematic conflicts and keep highly-interconnected directors on the Board?"

"In Trian’s limited interactions with DuPont’s Board, it has become clear to us that management maintains a significant information advantage over the Board of Directors"

"In Trian’s limited interactions with DuPont’s Board, it has become clear to us that management maintains a significant information advantage over the Board of Directors"